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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40599

BLEND LABS, INC.

(Exact name of registrant as specified in its charter)


Delaware						45-5211045
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

7250 Redwood Blvd., Suite 300

Novato, California 94945

(650) 550-4810

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

BLND

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of July 31, 2025, there were 255,696,747 shares of the registrant's Class A common stock outstanding, 3,627,385 shares of the registrant's Class B common stock outstanding, and no shares of the registrant's Class C common stock outstanding.

Table of Contents


		Page
	PART I. Financial Information	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Redeemable Noncontrolling Interest, Series A Redeemable Convertible Preferred Stock, and Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

	PART II. OTHER INFORMATION	43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Recent Sales of Unregistered Securities	85
Item 3.	Defaults Upon Senior Securities	85
Item 4.	Mine Safety Disclosures	85
Item 5.	Other Information	85
Item 6.	Exhibits and Financial Statement Schedules	86
Signatures		87

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•the impact of changes in economic conditions, including tariffs, trade relations or a potential economic downturn in the U.S. or worldwide, on the levels of real estate and mortgage activity, such as mortgage interest rates, credit availability, real estate prices, inflation, and consumer confidence, and our expectations with regard to mortgage activity;

•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, operating margin and plans for future operations, expense reductions and costs savings, our ability to determine reserves, and our ability to achieve and maintain future profitability;

•our strategic initiatives, including our decision to exit our Title business, and our beliefs and expectations regarding the impact of the strategic initiatives on our business;

•our market position, growth opportunities and our ability to successfully execute our business and growth strategy;

•the sufficiency of our cash, cash equivalents, and marketable securities to meet our liquidity needs;

•our expectations regarding our share repurchase program;

•the demand for our products and services;

•our ability to increase our transaction volume and to attract and retain customers;

•our ability to integrate more marketplaces into our end-to-end consumer journeys;

•our ability to develop new products, services, and features and bring them to market in a timely manner;

•our ability to make enhancements to our current products;

•our ability to compete with existing and new competitors in existing and new markets and offerings;

•our ability to maintain the security and availability of our platform;

•our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy, information security, artificial intelligence, and data protection;

•our ability to manage risk associated with our business;

•our expectations regarding new and evolving markets;

•our ability to develop and protect our brand and reputation;

•our expectations and management of future growth;

•our expectations concerning relationships with third parties;

•our ability to attract and retain employees and key personnel;

•our ability to maintain, protect, and enhance our intellectual property; and

•the increased expenses associated with being a public company.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Blend Labs, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)


	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	36,499	$	38,011
Marketable securities and other investments	51,801		56,233
Trade and other receivables, net of allowance for credit losses of $99 and $50, respectively	14,962		14,656
Prepaid expenses and other current assets	17,128		16,725
Current assets held for sale from discontinued operations	6,440		9,618
Total current assets	126,830		135,243
Property and equipment, net	21,179		11,672
Operating lease right-of-use assets	1,780		339
Intangible assets, net	73		81
Deferred contract costs	3,399		2,868
Other non-current assets	25,938		21,825
Non-current assets held for sale from discontinued operations	3,873		6,057
Total assets	$	183,072	$	178,085
Liabilities, redeemable equity and stockholders’ equity
Current liabilities:
Accounts payable	$	1,201	$	1,620
Deferred revenue	32,746		19,240
Accrued compensation	2,854		3,315
Other current liabilities	10,152		9,740
Current liabilities held for sale from discontinued operations	5,790		5,107
Total current liabilities	52,743		39,022

Other non-current liabilities	1,795		278
Non-current liabilities held for sale from discontinued operations	858		1,103

Total liabilities	55,396		40,403
Commitments and contingencies (Note 8)
Redeemable noncontrolling interest - held for sale from discontinued operations	—		52,375
Series A redeemable convertible preferred stock, par value $0.00001 per share: 200,000 shares authorized as of June 30, 2025 and December 31, 2024, 150 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (Note 10)	150,241		141,663
Stockholders’ equity:
Class A, Class B and Class C Common Stock, par value $0.00001 per share: 3,000,000 (Class A 1,800,000, Class B 600,000, Class C 600,000) shares authorized as of June 30, 2025 and December 31, 2024; 260,051 (Class A 256,424, Class B 3,627, Class C 0) and 258,173 (Class A 254,426, Class B 3,747, Class C 0) shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2		2
Additional paid-in capital	1,377,769		1,328,015
Accumulated other comprehensive loss	514		602
Accumulated deficit	(1,400,850)		(1,384,975)
Total stockholders’ equity	(22,565)		(56,356)
Total liabilities, redeemable equity and stockholders’ equity	$	183,072	$	178,085

See accompanying notes to condensed consolidated financial statements

Blend Labs, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
Software platform	$	29,391	$	26,475	$	53,651	$	48,211
Professional services	2,132		2,221		4,642		4,325

Total revenue	31,523		28,696		58,293		52,536
Cost of revenue
Software platform	6,505		5,674		12,369		10,849
Professional services	1,713		2,681		3,660		5,304

Total cost of revenue	8,218		8,355		16,029		16,153
Gross profit	23,305		20,341		42,264		36,383
Operating expenses:
Research and development	7,332		12,916		14,853		27,099
Sales and marketing	6,950		9,004		14,137		18,759
General and administrative	13,619		11,376		24,844		23,729


Restructuring	28		114		747		1,086
Total operating expenses	27,929		33,410		54,581		70,673
Loss from operations	(4,624)		(13,069)		(12,317)		(34,290)
Interest expense	—		(1,648)		—		(6,747)
Other income (expense), net	1,018		(4,452)		2,132		1,201
Loss before income taxes	(3,606)		(19,169)		(10,185)		(39,836)
Income tax expense	(41)		(30)		(71)		(72)
Loss from continuing operations	(3,647)		(19,199)		(10,256)		(39,908)
Net loss from discontinued operations (Note 16)	(2,998)		(222)		(5,801)		(176)
Net loss	(6,645)		(19,421)		(16,057)		(40,084)
Less: Net loss attributable to noncontrolling interest included in discontinued operations	—		14		182		9
Net loss attributable to Blend Labs, Inc.	(6,645)		(19,407)		(15,875)		(40,075)
Less: Accretion of redeemable noncontrolling interest to redemption value from discontinued operations	—		(1,527)		(1,254)		(2,988)
Less: Accretion of Series A redeemable convertible preferred stock to redemption value	(4,376)		(2,661)		(8,578)		(2,661)
Net loss attributable to Blend Labs, Inc. common stockholders	$	(11,021)	$	(23,595)	$	(25,707)	$	(45,724)

Net loss per share attributable to Blend Labs, Inc. common stockholders - basic and diluted:
Continuing operations	$	(0.03)	$	(0.09)	$	(0.07)	$	(0.17)
Discontinued operations	$	(0.01)	$	0.00	$	(0.03)	$	(0.01)
Weighted average shares used in calculating net loss per share:
Basic and diluted	259,211		253,069		259,004		252,000

Comprehensive loss:
Net loss	$	(6,645)	$	(19,421)	$	(16,057)	$	(40,084)
Unrealized loss on marketable securities	(44)		(42)		(38)		(146)
Foreign currency translation (loss) gain	(7)		—		(50)		9
Comprehensive loss	(6,696)		(19,463)		(16,145)		(40,221)
Less: Comprehensive loss attributable to noncontrolling interest included in discontinued operations	—		14		182		9
Comprehensive loss attributable to Blend Labs, Inc.	$	(6,696)	$	(19,449)	$	(15,963)	$	(40,212)

See accompanying notes to condensed consolidated financial statements

Blend Labs, Inc.

Condensed Consolidated Statements of Redeemable Noncontrolling Interest, Series A Redeemable Convertible Preferred Stock, and Stockholders’ Equity

(In thousands)

(Unaudited)


	Three and Six Months Ended June 30, 2025
	Redeemable noncontrolling interest - held for sale from discontinued operations		Series A Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity

			Shares	Amount		Shares	Amount
Balances as of December 31, 2024	$	52,375	150	$	141,663	258,173	$	2	$	1,328,015	$	602	$	(1,384,975)	$	(56,356)
Issuance of common stock upon exercise of stock options	—		—	—		256	—		363		—		—		363
Vesting of restricted stock units	—		—	—		2,064	—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—		—	—		(745)	—		(2,971)		—		—		(2,971)
Stock-based compensation	—		—	—		—	—		7,202		—		—		7,202
Unrealized gain on investments in marketable securities	—		—	—		—	—		—		6		—		6
Foreign currency translation loss	—		—	—		—	—		—		(43)		—		(43)
Accretion of redeemable noncontrolling interest to redemption value	1,254		—	—		—	—		(1,254)		—		—		(1,254)
Accretion of Series A redeemable convertible preferred stock to redemption value	—		—	4,202		—	—		(4,202)		—		—		(4,202)
Share repurchases	—		—	—		(923)	—		(3,076)		—		—		(3,076)
Reclassification of noncontrolling interest to equity, net of noncash consideration received	(53,447)		—	—		—	—		52,675		—		—		52,675
Net loss	(182)		—	—		—	—		—		—		(9,230)		(9,230)
Balances as of March 31, 2025	$	—	150	$	145,865	258,825	$	2	$	1,376,752	$	565	$	(1,394,205)	$	(16,886)
Issuance of common stock upon exercise of stock options	—		—	—		222	—		430		—		—		430
Vesting of restricted stock units	—		—	—		2,044	—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—		—	—		(695)	—		(2,531)		—		—		(2,531)
Stock-based compensation	—		—	—		—	—		8,536		—		—		8,536
Unrealized loss on investments in marketable securities	—		—	—		—	—		—		(44)		—		(44)
Foreign currency translation loss	—		—	—		—	—		—		(7)		—		(7)
Accretion of Series A redeemable convertible preferred stock to redemption value	—		—	4,376		—	—		(4,376)		—		—		(4,376)
Share repurchases	—		—	—		(345)	—		(1,042)		—		—		(1,042)
Net loss	—		—	—		—	—		—		—		(6,645)		(6,645)
Balances as of June 30, 2025	$	—	150	$	150,241	260,051	$	2	$	1,377,769	$	514	$	(1,400,850)	$	(22,565)

See accompanying notes to condensed consolidated financial statements

Blend Labs, Inc.

Condensed Consolidated Statements of Redeemable Noncontrolling Interest, Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity (Continued)

(In thousands)

(Unaudited)


	Three and Six Months Ended June 30, 2024
	Redeemable noncontrolling interest - held for sale from discontinued operations		Series A Redeemable Convertible Preferred Stock				Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity

			Shares		Amount		Shares	Amount
Balances as of December 31, 2023	$	46,190	—		$	—	249,910	$	2	$	1,321,944	$	441	$	(1,341,630)	$	(19,243)
Issuance of common stock upon exercise of stock options, net of repurchases	—		—		—		410	—		619		—		—		619
Vesting of early exercised stock options	—		—		—		—	—		184		—		—		184
Vesting of restricted stock units	—		—		—		3,257	—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—		—		—		(1,258)	—		(3,806)		—		—		(3,806)
Stock-based compensation	—		—		—		—	—		8,707		—		—		8,707
Unrealized loss on investments in marketable securities	—		—		—		—	—		—		(104)		—		(104)
Foreign currency translation gain	—		—		—		—	—		—		9		—		9
Accretion of redeemable noncontrolling interest to redemption value	1,461		—		—		—	—		(1,461)		—		—		(1,461)
Net income (loss)	5		—		—		—	—		—		—		(20,668)		(20,668)
Balances as of March 31, 2024	$	47,656	—		$	—	252,319	$	2	$	1,326,187	$	346	$	(1,362,298)	$	(35,763)
Issuance of common stock upon exercise of stock options, net of repurchases	—		—		—		62	—		95		—		—		95
Vesting of early exercised stock options	—		—		—		—	—		172		—		—		172
Vesting of restricted stock units	—		—		—		2,887	—		—		—		—		—
Shares withheld related to net share settlement of equity awards	—		—		—		(1,061)	—		(3,213)		—		—		(3,213)
Stock-based compensation	—		—		—		—	—		7,764		—		—		7,764
Unrealized loss on investments in marketable securities	—		—		—		—	—		—		(42)		—		(42)
Foreign currency translation gain	—		—		—		—	—		—		—		—		—
Accretion of redeemable noncontrolling interest to redemption value	1,527		—	—	—		—	—		(1,527)		—		—		(1,527)
Issuance of Series A redeemable convertible preferred stock, net of issuance costs	—		150		130,784		—	—		—		—		—		—
Issuance of the Warrant in connection with the Series A redeemable convertible preferred stock	—		—		—		—	—		9,111		—		—		9,111
Accretion of Series A redeemable convertible preferred stock to redemption value	—		—		2,661		—	—		(2,661)		—		—		(2,661)
Net loss	(14)						—	—		—		—		(19,407)		(19,407)
Balances as of June 30, 2024	$	49,169	150		$	133,445	254,207	$	2	$	1,335,928	$	304	$	(1,381,705)	$	(45,471)

See accompanying notes to condensed consolidated financial statements

Blend Labs, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2025		2024
Operating activities
Net loss	$	(16,057)	$	(40,084)
Less: Net (loss) income from discontinued operations	(5,801)		(176)
Loss from continuing operations	(10,256)		(39,908)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	13,610		15,342
Depreciation and amortization	1,047		628
Amortization of deferred contract costs	746		519
Amortization of debt discount and issuance costs	—		690
Amortization of operating lease right-of-use assets	199		1,451

Gain on investment in equity securities	—		(4,417)


Loss on extinguishment of debt	—		5,476
Other	(316)		(303)
Changes in operating assets and liabilities:
Trade and other receivables	(364)		3,223
Prepaid expenses and other assets, current and non-current	(1,262)		2,883
Deferred contract costs, non-current	(531)		433
Accounts payable	(419)		(1,503)
Deferred revenue	12,734		11,848
Accrued compensation	(684)		(2,433)
Operating lease liabilities	(1,921)		(1,897)
Other liabilities, current and non-current	2,210		1,657
Net cash provided by (used in) operating activities - continuing operations	14,793		(6,311)
Net cash used in operating activities - discontinued operations	(771)		(4,223)
Net cash provided by (used in) operating activities	14,022		(10,534)
Investing activities
Purchases of marketable securities	(23,749)		(76,529)
Sale of available-for-sale securities	859		100,297
Maturities of marketable securities	27,727		15,600
Investment in non-marketable equity securities	(4,000)		—
Additions to property, equipment and internal-use software development costs	(8,320)		(3,816)



Net cash (used in) provided by investing activities - continuing operations	(7,483)		35,552
Net cash used in investing activities - discontinued operations	(120)		(15)
Net cash provided (used in) by investing activities	(7,603)		35,537
Financing activities
Proceeds from exercises of stock options, including early exercises, net of repurchases	793		714
Taxes paid related to net share settlement of equity awards	(5,502)		(7,019)
Share repurchases	(4,118)		—



Repayment of long-term debt	—		(144,500)
Net proceeds from the issuance of the Series A redeemable convertible preferred stock and the Haveli Warrant	—		149,375
Payment for issuance costs related to the Series A redeemable convertible preferred stock and the Haveli Warrant	—		(9,077)
Net cash used in financing activities - continuing operations	(8,827)		(10,507)
Effect of exchange rates on cash, cash equivalents, and restricted cash	—		(5)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(2,408)		14,491
Cash, cash equivalents, and restricted cash at beginning of period	49,537		38,253
Cash, cash equivalents, and restricted cash at end of period	47,129		52,744
Less: Cash, cash equivalents and restricted cash included in current assets held for sale from discontinued operations	5,607		5,960
Cash, cash equivalents and restricted cash, end of period, excluding current assets held for sale from discontinued operations	$	41,522	$	46,784


Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets:
Cash and cash equivalents	$	36,499	$	41,761
Restricted cash	5,023		5,023
Total cash, cash equivalents, and restricted cash	$	41,522	$	46,784


Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	332	$	76
Cash paid for interest	$	—	$	6,150
Supplemental disclosure of non-cash investing and financing activities:
Reclassification of redeemable noncontrolling interest related to discontinued operations to equity	$	52,675	$	—
Vesting of early exercised stock options	$	—	$	356
Operating lease liabilities arising from obtaining new or modified right-of-use assets	$	1,640	$	654
Stock-based compensation included in capitalized internal-use software development costs	$	2,345	$	1,130
Accretion of redeemable noncontrolling interest related to discontinued operations to redemption value	$	1,254	$	2,988
Accretion of Series A redeemable convertible preferred stock to redemption value	$	8,578	$	2,661

Capitalized internal-use software development costs included in accrued compensation	$	201	$	—
Issuance costs accrued in connection with the Series A redeemable convertible preferred stock and the Warrant	$	—	$	403

See accompanying notes to condensed consolidated financial statements

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Presentation

Description of Business

Blend Labs, Inc. (the “Company,” “Blend,” “we,” “us,” or “our”) was incorporated on April 17, 2012. The Company offers a cloud-based software platform for financial services firms that is designed to power the end-to-end consumer journey for banking products. The Company’s solutions make the journey from application to close fast, simple, and transparent for consumers, while helping financial services firms increase productivity, deepen customer relationships, and deliver exceptional consumer experiences.

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Blend Labs, Inc., its subsidiaries in which the Company holds a controlling financial interest, and variable interest entities (“VIE”) in which the Company is the primary beneficiary in accordance with the consolidation accounting guidance.

Noncontrolling interest represents the minority stockholder’s share of the net income or loss and equity in a consolidated subsidiary. On February 26, 2025, the Company obtained the remaining interest previously held by the minority stockholder thereby extinguishing the noncontrolling interest.

All intercompany balances and transactions have been eliminated in consolidation.

During the first quarter of 2025, the Company classified the results of its previously reported Title segment as discontinued operations in the Company’s unaudited condensed consolidated financial statements for all prior periods presented. As a result, the Company’s operates in a single reportable segment. For further information on the Company’s segments, refer to Note 15, Segment Information, and Note 16, Assets Held for Sale and Discontinued Operations. Prior period information has been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the notes thereto. Actual results may differ from those estimates. Such estimates include, but are not limited to, estimates of variable consideration, evaluation of contingencies, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, determination of fair value of marketable securities, determination of fair value of each of the Series A Preferred Stock and the warrant (the “Haveli Warrant”), determination of fair values of assets transferred and performance obligations committed to under the strategic partnership agreement, assessment of expected credit losses on notes receivable, valuation of deferred tax assets, valuation of acquired intangible assets, valuation of the redeemable noncontrolling interest, determination of fair value of the disposal group, determination of useful lives of tangible and intangible assets and capitalized internal-use software development costs, assessment of impairment of long-lived assets, and valuation of equity securities without readily determinable fair value.

Risks and Uncertainties

The Company has been and may continue to be affected by various macroeconomic factors, including interest rate environment, housing affordability, and worldwide political and economic conditions. The global financial markets have recently experienced extreme volatility and disruptions, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, rising interest rates, inflation, increases in unemployment rates and uncertainty about economic stability. The real estate environment, including interest rates and the general economic environment, typically impacts the demand for mortgage and mortgage related products. Increases in interest rates due to efforts by the U.S. Federal Reserve (the “Federal Reserve”) to manage rising inflation, combined with ongoing supply constraints, have resulted in a decline in mortgage origination activity in recent years. The demand for mortgage and mortgage related products continues to be sensitive to these factors, and Federal Reserve policy or any material changes in interest rates or housing supply are expected to impact overall origination activity levels during 2025. In addition, recent announcements of new or increased tariffs have contributed to market volatility and could potentially influence consumer confidence and interest rate expectations, which could, in turn, affect the demand for mortgage and consumer financial products.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company’s operations are principally funded by available liquidity from cash, cash equivalents and investments. The Company has incurred net losses in each period since inception, and its limited operating history in an evolving industry makes it difficult to accurately forecast the impact of macroeconomic or other external factors on its business and may increase the risk that the Company may not be able to achieve or maintain profitability in the future, or otherwise suffers adverse impacts on its operational and financial results.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2024. Except for new policies relating to assets held for sale and discontinued operations, as well as share repurchases, there have been no significant changes to these policies during the six months ended June 30, 2025.

Cash and Cash Equivalents

The Company places its cash with high credit quality and federally insured institutions. Cash with any one institution may be in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes the exposure to credit risk is not significant. The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of June 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash, money market accounts, and highly liquid investments with original maturities less than 90 days. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents approximate fair value due to the short-term nature of the investments.

Restricted Cash

The Company has classified cash that is not available for use in its operations as restricted cash. Restricted cash consists primarily of collateral for letters of credit related to security deposits for the Company’s office facility lease arrangements. As of June 30, 2025 and December 31, 2024, the Company had restricted cash of $5.0 million, which was presented within prepaid expenses and other current assets on the consolidated balance sheets.

Trade and Other Receivables and Credit Loss Reserves

The Company reports trade and other receivables net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments—Credit Losses. ASC 326 requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The Company’s estimate of expected credit losses is determined based on expected lifetime loss rates calculated from historical data and adjusted for the impact of current and future conditions, such as the age of outstanding receivables, historical payment patterns, any known or expected changes to the customers’ ability to fulfill their payment obligations, or assessment of broader economic conditions that may impact the customers’ ability to pay the outstanding balances. As of each of June 30, 2025 and December 31, 2024, the reserve for expected credit losses was immaterial. The provision for expected credit losses and the uncollectible portion of the receivables written off against reserve for expected credit losses were immaterial for the three and six months ended June 30, 2025 and 2024.

Redeemable Noncontrolling Interest - Held for Sale from Discontinued Operations

The Company’s 90.1% ownership of Title365 resulted in recognition of a 9.9% noncontrolling interest, which represented the minority stockholder’s share of the net income and equity in Title365. The Title365 stockholders agreement included a provision whereby the Company had a call option to purchase the 9.9% noncontrolling interest at a purchase price equal to the greater of (1) $49.5 million plus an amount of interest calculated using an interest rate of 5.0% per annum compounding annually; or (2) 4.4 multiplied by the trailing 12-month EBITDA multiplied by the noncontrolling interest ownership percentage (the “Title365 Call Option”). The Title365 Call Option became exercisable on June 30, 2023. The noncontrolling interest holder also held an option to compel the Company to purchase the remaining 9.9% noncontrolling interest at a price calculated in the same manner as the Title365 Call Option (the “Title365 Put Option”). The Title365 Put Option was exercisable beginning 5 years following the acquisition closing date. Neither the Title365 Call Option nor the Title365 Put Option had an expiration date. However, pursuant to the Title365 stockholders agreement, the Company also had certain bring-along rights that it could exercise under certain circumstances, which may have resulted in the Title365 Put Option being

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

extinguished. As the Title365 Put Option was not solely within the Company’s control, the Company classified this interest as redeemable noncontrolling interest (“RNCI”) within the mezzanine equity section of the consolidated balance sheets. The RNCI was accreted to the redemption value under the interest method from the acquisition date through the date the Title365 Put Option became exercisable. At each balance sheet date, the RNCI was reported at the greater of the initial carrying amount adjusted for the RNCI's share of earnings or losses and other comprehensive income or loss, or its accreted redemption value. The changes in the redemption amount were recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. For each reporting period, the entire periodic change in the redemption amount was reflected in the computation of net loss per share under the two-class method as being akin to a dividend.

On February 26, 2025, the Company entered into a multi-contract arrangement (the “Arrangement”) with the holder of the 9.9% noncontrolling interest in Title365 (the “Counterparty”), pursuant to which such holder assigned its 9.9% noncontrolling interest to Title365, and terminated the Title365 stockholders agreement with the Company. The transaction resulted in the termination of the Company’s obligations associated with the Title365 Put Option, which had a redemption amount, as if it was then-currently redeemable, of $59.2 million and $58.7 million as of February 26, 2025 and December 31, 2024, respectively. In return, the Company terminated its non-compete and non-solicit agreement with the Counterparty, allowing the Counterparty to pursue business opportunities relating to the title insurance industry. Furthermore, in conjunction with the Arrangement, the Company and the Counterparty executed an amendment to an existing revenue subscription arrangement, whereby the Counterparty committed to a certain minimum amount of consideration for access to the Company’s platform, updated pricing, and an extension of the existing arrangement’s contractual term.

The termination of the Company’s obligations associated with the Put Option resulted in a reclassification of $53.5 million from redeemable noncontrolling interest to $52.7 million of additional paid-in capital. The remaining $0.8 million represents the non-cash consideration in the Arrangement related to the assignment of the noncontrolling interest to Title365, which was recorded as deferred revenue to be recognized over the term subscription arrangement.

Consolidated Variable Interest Entity

The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest is considered a VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company determines whether any changes in its interest or relationship with the entity impact the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not deemed to be the primary beneficiary of a VIE, the Company accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP.

The Company has variable interest in an entity that provides certain back office support services to the Company using a cost-plus pricing model. As of June 30, 2025, the Company’s condensed consolidated financial statements include a right-of-use asset and a corresponding lease liability, each in the amount of $1.6 million, related to an office lease held by a VIE.

Share repurchases

All repurchased shares under the share repurchase program are retired. The retired shares are equivalent to authorized, unissued shares and are no longer considered to be outstanding or held in treasury. The excess purchase price over par value for share repurchases is recorded to additional paid-in-capital.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Assets Held for Sale and Discontinued Operations

The Company classifies assets and liabilities as held for sale (“disposal group”) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to be completed within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. With the exception of the full write off of the intangible assets in the amount of $2.0 million, as disclosed in Note 16, Assets Held for Sale and Discontinued Operations, there was no loss recognized related to the disposal group for the three and six months ended June 30, 2025. Gains are not recognized until the date of sale. Assets are not depreciated or amortized while they are classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as assets held for sale and liabilities held for sale in its unaudited condensed consolidated balance sheets.

If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the unaudited condensed consolidated statements of operations. As of June 30, 2025, the operations of the Company’s Title segment met the criteria to be classified as held for sale and presented as discontinued operations. Refer to Note 16, Assets Held for Sale and Discontinued Operations, for additional information.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, trade accounts receivable, and notes receivable. The Company maintains its cash equivalents primarily in money market funds and highly liquid investments that are issued or guaranteed by the United States government or its agencies. As of June 30, 2025 and December 31, 2024, cash and cash equivalents was $36.5 million and $38.0 million, respectively, and included $2.0 million and $2.2 million, respectively, of cash held in a foreign jurisdiction. Collateral is not required for trade accounts receivable.

The following customers comprised 10% or more of the Company’s revenue for the following periods:


	Three Months Ended June 30,		Six Months Ended June 30,
Customer	2025	2024	2025	2024
A	10%	(2%)	9%	1%
C	14%	10%	13%	10%

The following customers comprised 10% or more of the Company’s trade and unbilled receivables:


Customer	June 30, 2025	December 31, 2024

B	13%	8%

D	10%	11%

JOBS Act Accounting Election

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company intends to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). This update improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This update improves the disclosures about a public entity’s expenses, primarily through additional disclosures of specific information about certain costs and expenses in the notes to financial statements. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

3. Revenue Recognition and Contract Costs

Disaggregation of Revenue

The following table provides information about disaggregated revenue by service offering:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Blend Platform:
Mortgage Suite	$	17,961	$	18,454	$	32,599	$	33,532
Consumer Banking Suite	11,430		8,021		21,052		14,679
Total software platform	29,391		26,475		53,651		48,211
Professional services	2,132		2,221		4,642		4,325
Total revenue	$	31,523	$	28,696	$	58,293	$	52,536

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers:


Contract Accounts	Balance Sheet Line Reference	June 30, 2025		December 31, 2024
		(In thousands)
Contract assets—current	Prepaid expenses and other current assets	$	1,294	$	2,539
Contract liabilities—current	Deferred revenue, current	$	(32,746)	$	(19,240)

There were no long-term contract assets or deferred revenue as of June 30, 2025 and December 31, 2024.

During the three months ended June 30, 2025 and 2024, the Company recognized $11.3 million and $7.8 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of the respective periods. During the six months ended June 30, 2025 and 2024, the Company recognized $11.1 million and $5.7 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of the respective periods.

During the three and six months ended June 30, 2025, the Company recognized revenue of approximately $(0.3) million and $0.6 million, respectively, related to performance obligations satisfied in previous periods. During the three and six months ended June 30, 2024, the Company recognized revenue of approximately $1.0 million and $1.1 million, respectively, related to performance obligations satisfied in previous periods. The revenue recognized from performance obligations satisfied in the prior periods primarily related to changes in the transaction price, including changes in the estimate of variable consideration.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Remaining Performance Obligations

As of June 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was $190.4 million. These remaining performance obligations represent commitments in customer contracts for services expected to be provided in the future that have not been recognized as revenue. The expected timing of revenue recognition for these commitments is largely driven by the Company’s ability to deliver in accordance with relevant contract terms and when the Company’s customers utilize services, which could affect the Company’s estimate of when the Company expects to recognize revenue for these remaining performance obligations. The Company expects to recognize approximately half of the remaining performance obligations as revenue over the next 12 months. The Company expects the majority of non-current remaining performance obligations to be recognized over the next 13 to 24 months.

Deferred Contract Costs

As of June 30, 2025 and December 31, 2024, total unamortized deferred contract costs were $5.1 million and $4.2 million, respectively, of which $1.7 million and $1.3 million was recorded within prepaid expenses and other current assets and $3.4 million and $2.9 million was recorded within deferred contract costs, non-current, on the unaudited condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

The amortization of deferred contract costs was $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, and $0.7 million and $0.5 million for the six months ended June 30, 2025 and 2024, respectively, and is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

Strategic Partnership and Sale of Insurance Business

On September 30, 2024, the Company entered into a multi-element transaction with Covered Insurance Solutions which included a strategic partnership agreement as well as the sale of the Company’s insurance business. As part of the strategic partnership agreement, the Company granted a five-year term license allowing Covered Insurance Solutions to integrate its insurance solutions into the Company’s platform for an annual fixed fee plus variable charges. The Company has determined the term license is a performance obligation under ASC 606, Revenue from Contracts with Customers. The deferred revenue liability related to the performance obligations recognized under the strategic partnership agreement was $1.0 million as of June 30, 2025.

4. Investments and Fair Value Measurements

The carrying amount, unrealized gain and loss, and fair value of investments by major security type were as follows:


	June 30, 2025
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Fair Value Hierarchy
	(In thousands)
Cash equivalents:
Money market funds	$	10,028	$	—	$	—	$	10,028	Level 1
Commercial paper	17,450		—		—		17,450		Level 2
Total cash equivalents	27,478		—		—		27,478
Marketable securities:
U.S. treasury and agency securities	26,065		72		—		26,137		Level 2
Commercial paper	12,103		—		—		12,103		Level 2
Debt securities	13,487		75		(1)		13,561		Level 2
Total marketable securities	51,655		147		(1)		51,801
Restricted cash, current:
Money market funds	5,023		—		—		5,023		Level 1
Total	$	84,156	$	147	$	(1)	$	84,302

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	December 31, 2024
	Amortized Cost		Gross Unrealized Gain		Fair Value		Fair Value Hierarchy
	(In thousands)
Cash equivalents:
Money market funds	$	7,112	$	—	$	7,112	Level 1
Commercial paper	19,162		—		19,162		Level 2
Total cash equivalents	26,274		—		26,274
Marketable securities:
U.S. treasury and agency securities	31,160		92		31,252		Level 2
Commercial paper	12,244		—		12,244		Level 2
Debt securities	12,643		94		12,737		Level 2
Total marketable securities	56,047		186		56,233
Restricted cash, current:
Money market funds	5,023		—		5,023		Level 1
Total	$	87,344	$	186	$	87,530

Restricted cash that is not available for use in operations consisted of $5.0 million collateral for standby letters of credit related to the Company’s office lease facilities as of June 30, 2025 and December 31, 2024.

Marketable securities consist primarily of U.S. treasury and agency securities, commercial paper, and corporate debt securities. The Company classifies its marketable securities as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations.

The fair value of the Company’s investments in money market funds classified as Level 1 of the fair value hierarchy is based on real-time quotes for transactions in active exchange markets involving identical assets. The fair value of the Company’s investments in commercial paper and marketable securities classified as Level 2 of the fair value hierarchy is based on quoted market prices for similar instruments.

The following table summarizes the stated maturities of the Company’s marketable securities and other investments:


	June 30, 2025				December 31, 2024
	(In thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	42,149	$	42,255	$	35,422	$	35,477
Due after one year through two years	9,506		9,546		20,625		20,756
Total marketable securities and other investments	$	51,655	$	51,801	$	56,047	$	56,233

The Company evaluates marketable securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or other factors. The Company considers the extent to which the fair value is less than cost, the financial condition and near-term prospects of the security issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company does not have an intent to sell any of these securities prior to maturity and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date. Accordingly, the Company believes that generally the unrealized losses are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no impairment charges or allowance for credit losses have been recognized in the Company’s unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024. As of June 30, 2025, the Company had 3 securities, with a fair value of $4.0 million, in an unrealized loss position; the unrealized loss was not material. As of December 31, 2024, the Company had no securities in an unrealized loss position. As of June 30, 2025 and December 31, 2024, the Company had no securities in a continuous unrealized loss position for twelve months or greater. The Company determines realized gains or losses on the sale of marketable securities based on a specific identification method.

The Company recognized interest income from its investment portfolio of $1.0 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, and $2.1 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively. Accrued interest receivable related to marketable securities is $0.5 million and $0.4 million, as of June 30, 2025 and December 31, 2024, respectively, and is presented within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. The Company does not measure an allowance for credit losses on accrued interest receivable and recognizes interest receivable write offs as a reversal of interest income. No accrued interest was written off during the three and six months ended June 30, 2025 and 2024.

5. Significant Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30, 2025		December 31, 2024
	(In thousands)
Contract assets	$	1,294	$	2,539
Deferred contract costs	1,675		1,277
Prepaid software	3,175		2,831
Prepaid insurance	389		1,291
Prepaid other	2,683		2,229

Restricted cash	5,023		5,023
Other current assets	2,889		1,535
Total prepaid expenses and other current assets	$	17,128	$	16,725

Property and Equipment, Net

Property and equipment, net, consisted of the following:


	June 30, 2025		December 31, 2024
	(In thousands)
Computer and software	$	1,125	$	783

Capitalized internal-use software	22,236		12,041
Total property and equipment, gross	23,361		12,824
Accumulated depreciation and amortization	(2,182)		(1,152)
Total property and equipment, net	$	21,179	$	11,672

Depreciation expense was not material for the three and six months ended June 30, 2025. Depreciation expense was $0.3 million and $0.6 million, respectively, for the three and six months ended June 30, 2024.

Amortization of capitalized internal use software development costs was $0.6 million and $1.0 million for the three and six months ended June 30, 2025, respectively. Amortization of capitalized internal use software development costs was not material for the three and six months ended June 30, 2024.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Other Non-Current Assets

Other non-current assets consisted of the following:


	June 30, 2025		December 31, 2024
	(In thousands)
Notes receivable	$	10,500	$	10,500
Investments in non-marketable equity securities	13,801		9,801

Other non-current assets	1,637		1,524
Total non-current assets	$	25,938	$	21,825

Notes Receivable

In 2021, the Company made a $3.0 million investment in a privately-held company via a convertible promissory note (“2021 Note”). In 2023, the Company made an additional $2.5 million investment into the issuer via another convertible promissory note (“2023 Note”). In 2024, the Company made an additional $5.0 million investment into the issuer via a third convertible promissory note (“2024 Note”). Interest accrues at 2% per annum for the 2021 Note and 2023 Note, and 4% per annum for the 2024 Note, and outstanding principal and accrued interest is due and payable at the earliest of (i) 60 months from the execution of each note, respectively, (ii) an initial public offering, or (iii) change in control, unless otherwise converted to shares of the issuer. The outstanding principal and unpaid accrued interest on the notes is convertible into 4,500,000 shares of the issuer’s Series Seed Preferred Stock, 2,192,308 shares of the issuer’s Series A Preferred Stock and 4,384,615 shares of the issuer’s Voting Series B Preferred Stock, respectively, at the option of the issuer, upon a change in control, upon the issuer’s initial public offering, or upon a qualified equity financing. The conversion options are not bifurcated from the promissory notes as the options do not meet the net settlement criteria of a derivative instrument due to the options not being readily convertible to cash. The Company also has a call option to merge the issuer with the Company for aggregate consideration of $1.0 billion if exercised prior to November 18, 2029 or 11 times the issuer’s last 12 months of aggregate gross revenue if exercised on or after November 18, 2029. The value of the call option was determined to be inconsequential.

At each reporting date, the Company evaluates the collectability of the notes receivable in accordance with ASC 326, Financial Instruments—Credit Losses. As of June 30, 2025, the Company determined that no credit loss existed for the convertible promissory notes, and no provision for expected credit losses was recognized.

Investments in Non-Marketable Equity Securities

The Company holds 103,611 shares of Series Growth 1a Preferred Stock received in exchange for an investment of cash in a privately-held company. This investment in the equity securities without readily determinable fair value is measured at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar investment of the same issuer.

As of June 30, 2025 and December 31, 2024, the carrying value of this investment was $9.8 million, inclusive of a cumulative upward adjustment of $7.3 million, of which $4.4 million was recognized in 2024 to reflect observable price changes.

The Company determined the adjustment by measuring the security at fair value using the option pricing model (“OPM”) as of the date the observable transaction occurred. Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the Company’s investment in the equity security. An OPM is utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information, available to the Company from the investee entity, is supplemented with the Company’s estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. The inputs to valuation techniques used to measure fair value of the Company’s non-marketable equity security are classified as Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

The gain resulting from the adjustment to the carrying value of the non-marketable security is presented within other income (expense) in the unaudited condensed consolidated statements of operations and comprehensive income (loss). There were no impairments for the three and six months ended June 30, 2025 and 2024.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

During the second quarter of 2025, the Company made a cash investment in exchange for Series A Preferred Units in a privately-held company. The investment in the equity securities without readily determinable fair value is measured at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar instrument of the same issuer. As of June 30, 2025, the carrying value of this investment was $4.0 million. No observable price changes have been identified for this investment to date.

Cloud Computing Arrangements

The Company capitalizes certain implementation costs incurred during the application development stage under cloud computing arrangements that are service contracts. The carrying value of the capitalized costs was $0.3 million as of June 30, 2025, of which $0.2 million is presented within prepaid expenses and other current assets, and $0.1 million is presented within other non-current assets on the unaudited condensed consolidated balance sheets. The carrying value of the capitalized costs was $0.2 million as of December 31, 2024, of which $0.1 million is presented within prepaid expenses and other current assets, and $0.1 million is presented within other non-current assets on the unaudited condensed consolidated balance sheets. Amortization of capitalized implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement when it is ready for its intended use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Other Current Liabilities

Other current liabilities consisted of the following:


	June 30, 2025		December 31, 2024
	(In thousands)
Accrued expenses	$	3,483	$	2,116

Accrued professional fees	2,189		1,392
Accrued connectivity fees	3,403		3,489
Restructuring	11		75
Accrued litigation contingencies	108		8
Operating lease liabilities, current portion	958		2,660

Total other current liabilities	$	10,152	$	9,740

Other Non-Current Liabilities

Other non-current liabilities consisted of the following:


	June 30, 2025		December 31, 2024
	(In thousands)

Payroll tax liabilities	332		261
Operating lease liabilities, non-current	1,421		—
Other liabilities	42		17
Total other non-current liabilities	$	1,795	$	278

6. Leases

The Company leases its facilities under non-cancelable operating leases with various expiration dates. Leases may contain escalating payments.

The Company’s total operating lease costs were $0.6 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively. The Company’s total operating lease costs were $1.2 million and $2.8 million for the six months ended June 30, 2025 and 2024, respectively.

The Company’s total operating lease costs included variable costs in the amount of $0.4 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $0.9 million and $1.0 million for the six months ended June 30, 2025 and 2024, respectively. Variable lease costs are primarily comprised of maintenance costs and are determined based on the

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

actual costs incurred during the period. Variable lease payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities.

As of June 30, 2025 and December 31, 2024, the weighted average remaining operating lease term was 3 years and 0.8 years, respectively. The weighted average discount rate used to estimate operating lease liabilities for leases that existed as of June 30, 2025 and December 31, 2024 was 9.4% and 6.8%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1.1 million for both the three months ended June 30, 2025 and 2024. Cash paid for amounts included in the measurement of operating lease liabilities was $2.1 million and $2.2 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, maturities of operating lease liabilities were as follows:


	(In thousands)
2025	$	920
2026	417
2027	438
2028	459
2029	481




Thereafter	149
Total lease payments	2,864
Less: imputed interest	(485)
Total operating lease liabilities	$	2,379

7. Commitments and Contingencies

Contingencies

From time to time and in the normal course of business, the Company may be subject to various legal matters, such as threatened or pending claims or proceedings. The litigation contingencies, if realized, could have a material negative impact on the Company’s financial condition, results of operations, and cash flows. The Company recognizes a provision for litigation losses when a contingent liability is probable and the amount thereof is estimable. Costs associated with the Company's involvement in legal proceedings are expensed as incurred. Amounts accrued for litigation contingencies are based on the Company’s best estimates, assessments of the likelihood of damages, and the advice of counsel and often result from a series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, therefore the actual settlement amounts could differ from the estimated contingency accrual and result in additional charges or reversals in future periods.

Warranties, Indemnifications, and Contingent Obligations

The Company’s platform, products, and services are generally warranted to perform substantially as described in the associated documentation and to satisfy defined levels of uptime reliability. The service-level agreements that provide for defined levels of uptime reliability and performance permit the customers to receive credits or to terminate their agreements in the event that the Company fails to meet those levels. To date, the Company has not experienced any significant failures to meet defined levels of reliability and performance as a result of those agreements and historically the Company has not incurred any material costs associated with warranties. Accordingly, the Company has not accrued any liabilities related to these agreements in the unaudited condensed consolidated financial statements.

The Company enters into indemnification provisions under (i) its agreements with other companies in the ordinary course of business, typically with business partners, contractors, customers, and landlords and (ii) its agreements with investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2025 or December 31, 2024.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company has agreed to indemnify its officers and directors to the fullest extent permitted by its amended and restated bylaws and the General Corporation Law of the State of Delaware for certain events or occurrences arising as a result of the officers or directors serving in such capacity. The coverage applies only to acts that occurred during the tenure of the officer or director and has an unlimited term. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited.

8. Debt

As of June 30, 2025 and December 31, 2024, the Company had no outstanding debt.

9. Redeemable Preferred Stock

On April 29, 2024, the Company entered into the Investment Agreement with Haveli and issued 150,000 shares of Series A Preferred Stock, for an aggregate purchase price of $150.0 million. The Company incurred $10.1 million of issuance costs. Net proceeds from the transaction in the amount of $139.9 million were used to repay in full the amounts outstanding under the Credit Agreement.

Refer to Note 10, Redeemable Preferred Stock, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2024 for further information regarding the various rights and liquidation preferences of the redeemable preferred stock.

The Series A Preferred Stock is not mandatorily redeemable and as such is not required to be classified as a liability. The Series A Preferred Stock is redeemable at the option of the holder starting with the 5-year anniversary of issuance, or redeemable upon notice of change of control. As the redemption of the Series A Preferred Stock is not solely within the Company’s control, it is classified as mezzanine equity in the unaudited condensed consolidated balance sheets.

As of June 30, 2025, the Series A Preferred Stock has a maximum redemption value of $300.0 million. The carrying value of the Series A Preferred Stock is accreted to its maximum redemption value over the seven year term, using the effective interest method. The increases in the redemption amount are recorded with corresponding adjustments against additional paid-in capital, in the absence of retained earnings. For each reporting period, the entire periodic change in the redemption amount is reflected in the computation of net loss per share under the two-class method as being akin to a dividend, by reducing the income (or increasing the loss) attributable to common stockholders.

In connection with the issuance of the Series A Preferred Stock, the Company issued the Haveli Warrant to Haveli to purchase up to 11,111,112 shares of Class A common stock, at a purchase price of $4.50 per share. The number of shares and exercise price are subject to anti-dilution adjustments for splits, dividends, capital reorganizations, reclassifications and similar transactions. The Haveli Warrant is exercisable for a period of 24 months from issuance, subject to the expiration or early termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. The Haveli Warrant has not been exercised as of June 30, 2025. The net proceeds were allocated to the Series A Preferred Stock and the Haveli Warrant based on their relative fair values as of the issuance date, in the amount of $130.8 million and $9.1 million, respectively. The proceeds allocated to Haveli Warrant were accounted for as paid-in capital.

The Series A Preferred Stock does not contain any embedded features that are required to be bifurcated.

10. Stockholder’s Equity

The following is a summary of the rights of the holders of the Company’s capital stock:

Common Stock

The Company has three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. No shares of Class C common stock are issued or outstanding.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Refer to Note 11, Stockholder’s Equity, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2024 for further information regarding the various rights of the Company’s common stock.

Preferred Stock

Subject to the protective provisions afforded to the holders of the Series A Preferred Stock, the Company’s board of directors has the authority to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by the Company’s stockholders. As of June 30, 2025, the Company had 200,000,000 shares authorized and 150,000 shares of preferred stock issued and outstanding.

Share Repurchase Program

In August 2024, the Company's board of directors authorized the repurchase of up to $25.0 million of the Company’s Class A common stock. Repurchases may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock, and it may be suspended at any time at the Company’s discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The share repurchase program has no set expiration date.

During the three and six months ended June 30, 2025, the Company repurchased and retired 344,666 and 1,267,662 shares of the Company’s Class A common stock for $1.0 million and $4.1 million, respectively. As of June 30, 2025, the Company had $20.9 million available to repurchase shares of Class A common stock under its share repurchase program.

11. Stock-Based Compensation

2012 Stock Option Plan

Effective May 1, 2012, the Company adopted the 2012 Stock Plan (the “2012 Plan”). Options granted under the 2012 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted only to employees (including officers and directors). Non-qualified stock options (“NSOs”) may be granted to employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the common shares on the date of grant, respectively, as determined by the Company’s board of directors. The exercise price of an ISO granted to a 10% or greater stockholder shall not be less than 110% of the estimated fair value of the common shares on the date of grant. Options generally vest over a period of four years. No further grants may be made under the 2012 Plan.

2021 Equity Incentive Plan

In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on July 14, 2021. The Company’s prior plan, 2012 Plan, was terminated immediately prior to the effectiveness of the 2021 Plan with respect to the grant of future awards.

The 2021 Plan provides for the grant of ISOs, to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance awards, including performance stock units (“PSUs”) to the Company’s employees, directors, and consultants and the Company’s parent and subsidiary corporations’ employees and consultants.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Subject to the adjustment provisions of and the automatic increase described in the 2021 Plan, a total of 23,000,000 shares of the Company’s Class A common stock were reserved for issuance pursuant to the 2021 Plan, plus 36,101,718 shares of the Company’s Class A common stock reserved for future issuance under the 2012 Plan. Subject to the adjustment provisions of the 2021 Plan, the number of shares available for issuance under the 2021 Plan also includes an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of (a) 34,500,000 shares of Class A common stock, (b) 5% of the total number of shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors (or its committee) may determine. Options granted under the 2021 Plan generally vest over periods ranging from one to four years.

A summary of the stock option activity is as follows:


	Number of options	Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value




	(In thousands)			(In years)	(In thousands)
Balance as of December 31, 2024	17,300	$	4.20	4.69	$	31,282

Exercised	(478)	$	1.66		$	926
Canceled and forfeited	(508)	$	10.18
Balance as of June 30, 2025	16,314	$	4.09	4.43	$	18,724


Vested and exercisable as of June 30, 2025	15,223	$	4.21	4.43	$	17,650

No options were granted during the three and six months ended June 30, 2025 and 2024.

The number of options unvested as of June 30, 2025 and December 31, 2024 was 1,090 and 1,552, respectively. The weighted average grant-date fair value of these unvested options was $1.20 and $1.58 per share as of June 30, 2025 and December 31, 2024, respectively.

The total fair value of options vested during the three months ended June 30, 2025 and 2024 was $0.4 million and $1.2 million, respectively. The total fair value of options vested during the six months ended June 30, 2025 and 2024 was $1.1 million and $2.6 million, respectively.

The aggregate intrinsic value of options exercised during the three months ended June 30, 2025 and 2024 was $0.3 million and $0.1 million, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2025 and 2024 was $0.9 million and $0.6 million, respectively.

As of June 30, 2025, the total unrecognized stock-based compensation expense for stock options was approximately $1.2 million, which is expected to be recognized over a weighted average period of 1.5 years.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock Units

A summary of the Company’s RSU activity and related information is as follows:


	Number of RSUs	Weighted average grant date fair value per share
	(In thousands)
Balance as of December 31, 2024	13,770	$	1.75
Granted	4,774	$	3.61
Vested	(4,108)	$	2.01
Forfeited	(2,980)	$	2.22
Balance as of June 30, 2025	11,456	$	2.31

As of June 30, 2025, there was $24.3 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.1 years. RSUs granted under the 2021 Plan generally vest quarterly over a period of two to four years from the grant date.

The total fair value of RSUs vested during the three months ended June 30, 2025 and 2024 was $4.6 million and $4.8 million, respectively. The total fair value of RSUs vested during the six months ended June 30, 2025 and 2024 was $8.3 million and $9.7 million, respectively.

Performance Stock Units

A summary of the Company’s PSU activity and related information is as follows:


	Number of PSUs	Weighted average grant date fair value per share
	(In thousands)
Balance as of December 31, 2024	3,525	$	0.67
Granted	7,910	$	1.61
Vested	—	$	—
Forfeited	(3,000)	$	0.55
Balance as of June 30, 2025	8,435	$	1.99

New PSUs

In the first quarter of 2025, the Company’s board of directors granted a total of 1,300,000 PSUs to a recently hired senior executive. On March 13, 2025, the Company’s board of directors granted a total of 4,200,000 PSUs to the Co-Founder and Head of Blend and 250,000 PSUs to another senior executive. The PSUs will vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles.

Executive PSU Standardization

In 2023, the Company’s board of directors granted PSUs (the “2023 PSU Awards”) to two senior executives (the “legacy senior executives”), covering a total of 1,200,000 PSUs and 800,000 PSUs, respectively. The 2023 PSU Awards were scheduled to vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles. In December 2024, the first performance target related to the Company’s stock price was satisfied and 25% of the PSUs subject to each 2023 PSU Award vested.

On March 13, 2025, the Company’s compensation committee elected to standardize the performance goals applicable to all outstanding PSUs for the legacy senior executives so that the Company’s executives would have the same incentives and work towards the same objectives, thus creating a more cohesive and effective leadership team. In connection with this determination, the outstanding 2023 PSU Awards were cancelled and on the same date, the Company’s compensation committee granted new PSUs (the “New PSUs”) to each of the legacy senior executives, covering a total of 1,300,000 PSUs and 800,000 PSUs, respectively. The New PSUs are scheduled to vest in four tranches upon continued service and satisfaction

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

of certain market-based performance targets related to the Company’s stock price hurdles. The cancellation and concurrent replacement of these awards was accounted for as a modification. As the modification relates to unvested awards, the Company will recognize, on a prospective basis over the remaining requisite service period, the incremental cost associated with the modified PSUs, inclusive of any previously unrecognized compensation cost for the original awards. The total incremental cost associated with the modified PSUs was $2.8 million, which included $0.2 million of unrecognized compensation costs.

The estimated weighted-average grant date fair value of the awards issued during the first quarter of 2025 was $2.07 per share The estimated weighted-average grant date fair value of all awards was determined using a Monte Carlo simulation model. The significant assumptions in the Monte Carlo simulation model include the risk-free interest rate, expected volatility of the Company’s stock price, and expected life of the award.


Fair value of common stock			$3.49 - $3.89
Remaining contractual term (years)			4.81 - 4.92
Expected volatility			90%
Risk-free interest rate			4.01% - 4.35%
Expected dividend yield			—

The total stock-based compensation expense recognized for PSUs for the three months ended June 30, 2025 and 2024 was $3.1 million and $0.5 million, respectively. The total stock-based compensation expense recognized for PSUs for the six months ended June 30, 2025 and 2024 was $4.1 million and $1.1 million, respectively.

The total unrecognized compensation expense related to all PSUs was $12.4 million as of June 30, 2025, which will be recognized over an estimated weighted average remaining period of 1.4 years.

Non-Plan Co-Founder and Head of Blend Options

In March 2021, the Company’s board of directors granted to its Co-Founder and Head of Blend a stand-alone stock option issued outside of the 2012 Plan covering a maximum of 26,057,181 shares of Class B common stock with an exercise price of $8.58 per share. The award has a 15-year term (subject to earlier termination when shares subject to the award are no longer eligible to vest) and vests upon the satisfaction of a service condition, liquidity event-related performance condition, and performance-based market conditions.

The terms of the award stipulated that if an IPO is completed within 15 months of the date of grant, the first tranche of 1,954,289 shares will vest. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price hurdles with specified expiration dates for each tranche. In July 2021, the first tranche of the Co-Founder and Head of Blend stock option award vested upon completion of the IPO.

The remaining tranches were valued using a Monte Carlo simulation model. The weighted average estimated fair value of the remaining tranches was $3.80 per share based on the following assumptions:


Fair value of common stock			$18.00
Remaining contractual term (years)			14.75
Expected volatility			40.00%
Risk-free interest rate			1.71%
Expected dividend yield			—

In three months ended March, 31 2025, the second tranche of the Co-Founder and Head of Blend stock option award expired, resulting in a forfeiture of 5,862,866 shares.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The total stock-based compensation expense recognized for this award for the three months ended June 30, 2025 and 2024 was $0.9 million and $1.5 million respectively. The total stock-based compensation expense recognized for this award for the six months ended June 30, 2025 and 2024 was $2.3 million and $2.9 million respectively.

The total unrecognized compensation expense related to the award was $5.9 million as of June 30, 2025, which will be recognized over an estimated weighted average remaining period of 3 years.

Stock-Based Compensation Expense

The Company’s stock-based compensation expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Cost of revenue	$	116	$	106	$	286	$	262
Research and development(1)	1,252		2,567		2,888		5,919
Sales and marketing	618		875		1,338		1,853
General and administrative	5,576		3,664		9,098		7,223
Total	$	7,562	$	7,212	$	13,610	$	15,257

____________

(1) Net of $1.1 million and $2.3 million of additions to capitalized internal-use software for the three and six months ended June 30, 2025, and $0.5 million and $1.1 million for the three and six months ended June 30, 2024.

12. Restructuring

Workforce Reduction Plans

In 2024, the Company executed two workforce reduction initiatives as part of its broader efforts to improve cost efficiency and better align its operating structure with its business activities. The execution of the January 2024 plan was completed in the second quarter of 2024 and the execution of the September 2024 plan was substantially completed in the fourth quarter of 2024.

In 2025, the Company established a new workforce reduction initiative (the “2025 Plan”), and through June 30, 2025, eliminated approximately 20 positions, or 5% of the Company’s then-current workforce. The execution of the 2025 Plan is expected to be substantially completed in the fourth quarter of 2025.

The restructuring charges attributable to the workforce reduction plans were not material for the three months ended June 30, 2025 and 2024, and $0.7 million and $1.1 million for the six months ended June 30, 2025 and 2024, respectively. The restructuring charges for workforce reduction plans consisted primarily of cash expenditures for compensation, severance, and transition payments, employee benefits, payroll taxes and related facilitation costs. The component classified as discontinued operations incurred an additional $0.5 million and $1.2 million in charges related to the 2025 plan for the three and six months ended June 30, 2025, respectively. Refer to Note 16, Assets Held for Sale and Discontinued Operations.

The reconciliation of the restructuring liability balances is as follows:


	(In thousands)
Restructuring liability as of December 31, 2023	$	31
January 2024 Plan charge	1,086
September 2024 Plan charge	1,442
Settlements	(2,484)
Restructuring liability as of December 31, 2024	$	75
2025 Plan charge	747
Settlements	(811)
Restructuring liability as of June 30, 2025	$	11

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13. Income Taxes

The provision for income taxes was not material for the three and six months ended June 30, 2025 and 2024. The effective tax rate for the three months ended June 30, 2025 and 2024 was (1.1)% and (0.2)%, respectively, and for the six months ended June 30, 2025 and 2024 was (0.7)% and (0.2)% respectively. The effective tax rates differ from the federal statutory rate primarily due to a valuation allowance on the Company’s deferred tax assets.

The Company reassessed the ability to realize deferred tax assets by considering the available positive and negative evidence. As of June 30, 2025, the Company concluded that its net deferred tax assets are not more-likely-than-not to be realized and maintained a full valuation allowance against such net deferred tax assets.

As of June 30, 2025, the Company files tax returns in the U.S. federal and various state jurisdictions. Due to the Company’s U.S. net operating loss carryforwards, its income tax returns generally remain subject to examination by federal and most state tax authorities. Beginning in 2022, the Company’s subsidiary in India files income tax returns in India which are subject to examination by local tax authorities. This subsidiary is currently under examination by the tax authorities for the fiscal years ended March 31, 2023 and 2022.

14. Net Loss Per Share

The Company has three classes of authorized common stock for which voting rights differ by class. The Company computes net loss per share using the two-class method required for multiple classes of common stock. The Company’s Series A Preferred Stock is considered a participating security for purposes of applying the two-class method when calculating earnings per share in periods of net income. Under the two-class method, net income (loss) attributable to common stockholders for the period is allocated between shares of common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed.

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of stock outstanding during the period, adjusted for options early exercised and subject to repurchase.

Diluted loss per share reflects the potential dilution that could occur if securities, including awards issued under the Company’s equity compensation plans or other contracts to issue common stock, were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company. During the periods of net losses, the net loss is reduced for amounts allocated to participating securities only if the security has a right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in the net losses of the entity. The Company’s participating securities are not allocated any share of the net loss, as the participating securities do not have a contractual obligation to share in the net losses of the Company. Diluted net loss per share attributable to the Company is computed by dividing the net loss attributable to common stockholders by the weighted average number of fully diluted common shares outstanding.

The following table presents the calculation of basic and diluted net loss per share for Class A and Class B common stock. No shares of Class C common stock were issued and outstanding during the periods presented.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Three Months Ended June 30,
	2025				2024
	Class A Common		Class B Common		Class A Common		Class B Common
	(In thousands, except per share data)
Numerator:
Loss from continuing operations	$	(3,595)	$	(52)	$	(18,597)	$	(602)
Less: Accretion of Series A Preferred Stock to redemption value	(4,313)		(63)		(2,577)		(83)
Net loss attributable to Blend Labs, Inc common stockholders from continuing operations	(7,908)		(115)		(21,174)		(685)

Net (loss) income from discontinued operations	(2,955)		(43)		(216)		(7)
Less: Accretion of RNCI to redemption value from discontinued operations	—		—		(1,479)		(48)
Less: Net loss (income) attributable to noncontrolling interest included in discontinued operations	—		—		14		—
Net loss attributable to Blend Labs, Inc common stockholders from discontinued operations	(2,955)		(43)		(1,681)		(55)

Net loss attributable to Blend Labs, Inc common stockholders	$	(10,863)	$	(158)	$	(22,855)	$	(740)

Denominator:
Weighted average common stock outstanding, basic and diluted	255,484		3,727		245,135		7,934
Net loss per share from continuing operations
Basic and diluted	$	(0.03)	$	(0.03)	$	(0.09)	$	(0.09)
Net loss per share from discontinued operations
Basic and diluted	$	(0.01)	$	(0.01)	$	0.00	$	0.00
Net loss per share attributable to Blend Labs, Inc.:
Basic and diluted	$	(0.04)	$	(0.04)	$	(0.09)	$	(0.09)

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Six Months Ended June 30,
	2025				2024
	Class A Common		Class B Common		Class A Common		Class B Common
	(In thousands, except per share data)
Numerator:
Loss from continuing operations	$	(10,109)	$	(147)	$	(38,522)	$	(1,386)
Less: Accretion of Series A Preferred Stock to redemption value	(8,455)		(123)		(2,569)		(92)
Net loss attributable to Blend Labs, Inc common stockholders from continuing operations	(18,564)		(270)		(41,091)		(1,478)

Net (loss) income from discontinued operations	(5,718)		(83)		(170)		(6)
Less: Accretion of RNCI to redemption value from discontinued operations	(1,236)		(18)		(2,884)		(104)
Less: Net loss (income) attributable to noncontrolling interest included in discontinued operations	179		3		9		—
Net loss attributable to Blend Labs, Inc common stockholders from discontinued operations	(6,775)		(98)		(3,045)		(110)

Net loss attributable to Blend Labs, Inc common stockholders	$	(25,339)	$	(368)	$	(44,136)	$	(1,588)

Denominator:
Weighted average common stock outstanding, basic and diluted	255,287		3,717		243,246		8,754



Net loss per share from continuing operations
Basic and diluted	$	(0.07)	$	(0.07)	$	(0.17)	$	(0.17)
Net loss per share from discontinued operations
Basic and diluted	$	(0.03)	$	(0.03)	$	(0.01)	$	(0.01)
Net loss per share attributable to Blend Labs, Inc.:
Basic and diluted	$	(0.10)	$	(0.10)	$	(0.18)	$	(0.18)

The following potential shares of common stock were excluded from the computation of diluted net earnings per share attributable to the Company for the periods presented because including them would have been antidilutive as the Company has reported net loss for each of the periods presented:


	As of June 30,
	2025	2024
	(In thousands)
Outstanding stock options	16,314	18,208
Early exercised options subject to repurchase	—	2
Non-plan Co-Founder and Head of Blend options	20,194	26,057
Unvested restricted stock units	11,456	18,270
Unvested performance stock awards(1)	8,435	5,500
Series G Warrant	598	598
Haveli Warrant	11,111	11,111
Series A redeemable convertible preferred stock	46,154	46,154
Total anti-dilutive securities	114,262	125,900

____________

(1) Performance conditions were not satisfied for the unvested performance stock awards as of June 30, 2025.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15. Segment Information

The Company’s CODM is the chief executive officer. The Company’s operating segments are defined in a manner consistent with how the Company manages its operations and how the CODM evaluates the results and allocates the Company’s resources. During the first quarter of 2025, the Company classified the results of its previously reported Title segment as discontinued operations in its unaudited condensed consolidated statement of operations. Refer to Note 16, Held for sale and Discontinued Operations, for additional details. As a result, the Company now operates in a single operating segment and a single reportable segment. The CODM assesses the segment performance by using net loss from continuing operations as a measure of segment profitability. The CODM uses revenue and net loss from continuing operations for purposes of making operating decisions, allocation of resources, and evaluation of financial performance, primarily by monitoring actual to budget results as well as by reviewing year-over-year performance.

The CODM also reviews significant segment expenses for the single reportable segment. Significant segment expenses include cost of revenue, research and development expenses, sales and marketing expenses, and general and administrative expenses, all of which are presented in our unaudited condensed consolidated statements of operations and comprehensive income (loss). Other segment items include restructuring expenses, interest expense, other income (expense), net and income tax (expense) benefit, which are also presented in our unaudited condensed consolidated statements of operations and comprehensive income (loss).

The Company does not evaluate performance or allocate resources based on segment assets, and therefore, such information is not presented.

The Company’s reported measure of segment profit or loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)				(In thousands)
Loss from continuing operations	$	(3,647)	$	(19,199)	$	(10,256)	$	(39,908)

16. Assets Held for Sale and Discontinued Operations

In the first quarter of 2025 the Company has initiated a process to exit the title business, and on June 9, 2025, the Company entered into a definitive agreement to sell its title insurance business to a third party. The transaction is subject to certain required third-party consents and regulatory approvals and is expected to close later in the fiscal year. The divestiture is part of the Company’s strategic shift to transform into a platform-first company along with the further expansion of partner ecosystem.

The Company determined that all the criteria required for held-for-sale presentation were met as of March 31, 2025. As a result, the Company reported the assets and the liabilities of the disposal group as held for sale on the unaudited condensed consolidated balance sheets and the operations of the disposal group as discontinued operations starting in the first quarter of 2025. Disposal group net assets are recorded at the lower of their carrying amount or estimated fair value less the costs to sell. Prior period amounts have been reclassified to conform to current period presentation.

Upon the execution of the definitive agreement, in the three months ended June 30, 2025, the Company recorded an impairment charge in the amount of $2.0 million related to the full write off of indefinite-lived intangible assets held within discontinued operations as the value was deemed to be not recoverable. With the exception of this impairment charge, there was no loss recognized related to the disposal group for the three and six months ended June 30, 2025.

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table is a summary of the assets and liabilities held for sale from discontinued operations:


	June 30, 2025		December 31, 2024
	(In thousands)
Cash and cash equivalents	$	3,335	$	4,232
Trade and other receivables, net of allowance for credit losses	2,475		2,782
Prepaid expenses and other current assets	630		2,604
Current assets held for sale from discontinued operations	$	6,440	$	9,618

Property and equipment, net	$	578	$	649
Operating lease right-of-use assets	1,019		1,130
Intangible assets, net	—		2,000
Other non-current assets(1)	2,276		2,278
Non-current assets held for sale from discontinued operations	$	3,873	$	6,057

Accounts payable	$	419	$	797
Accrued compensation	477		661
Other current liabilities	4,894		3,649
Current liabilities held for sale from discontinued operations	$	5,790	$	5,107

Operating lease liabilities, non-current	$	690	$	801
Other non-current liabilities	168		302
Non-current liabilities held for sale from discontinued operations	$	858	$	1,103

____________

(1) Other non-current assets includes $2.3 million of restricted cash related to collateral for surety bonds.

Operating results from the disposal group for the three and six months ended June 30, 2025 and 2024 are reported as Net (loss) income from discontinued operations, on the unaudited condensed consolidated statements of operations and comprehensive income (loss), as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
					(in thousands)
Revenue	$	9,249	$	11,784	$	17,963	$	22,891
Cost of revenue	8,171		10,447		17,072		19,455
Operating expenses:
Sales and marketing	329		366		666		826
General and administrative	1,414		1,148		3,098		2,730
Impairment of intangible asset	2,000		—		2,000
Restructuring	483		93		1,155		104
(Loss) income from operations	(3,148)		(270)		(6,028)		(224)
Other income (expense), net	150		41		227		41
Net (loss) income before income taxes	(2,998)		(229)		(5,801)		(183)
Income tax (expense) benefit	—		7		—		7
Net (loss) income from discontinued operations	$	(2,998)	$	(222)	$	(5,801)	$	(176)

Blend Labs, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

17. Subsequent Events

One Big Beautiful Bill

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

As the law was enacted after our June 30, 2025 balance sheet date, its effects are not reflected in the accompanying condensed consolidated financial statements. The Company is currently evaluating the impact on future periods.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Form 10-Q and in our Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Blend Labs, Inc. was founded in 2012, with a vision to bring simplicity and transparency to financial services, so everyone can gain access to the capital they need to lead better lives. To realize this vision, we have built a market-leading cloud-based software platform and suite of products for financial services firms that is designed to power the end-to-end consumer journey for any banking product. Our software platform was built in an extensible, modular, and configurable fashion to support continued product expansion. We have technology, data, and service providers on our software platform, including access to an extensive marketplace of insurance carriers and settlement agencies. Our products and marketplaces provide multiple opportunities for us to serve financial services firms and consumers and drive revenue growth.

The development of our business reflects continued product innovation as we continue to attract financial services firms to our software platform and grow with them as they serve consumers. Financial services firms have been shifting for years to a digital-first approach to acquiring consumers, delivering products, and deepening existing consumer relationships. This imperative to compete through digital-first consumer experiences creates a compelling opportunity for Blend. We believe there is a large, untapped opportunity to provide additional product offerings and drive increased transaction volume for financial institutions and consumers using our software platform.

Our platform also includes Blend Builder, which gives our customers the ability to easily configure or build custom workflows from a pre-built set of components, all while leveraging existing infrastructure. Financial services firms can create custom solutions with Blend Builder, or choose from pre-built solutions for Mortgage and Consumer Banking, including Home Equity, Deposit Accounts, Credit Cards, Personal Lending, Auto Lending and more.

As we navigate through a challenging economic environment, we are focused on customer acquisition, maximizing existing partnerships and product expansion as well as efficient investment and disciplined cost management. We see opportunities for expansion into new markets, including markets outside the United States.

Recent Developments

Industry Trends

In the second quarter of 2025, we saw an increase in mortgage transactions on our software platform compared to the first quarter of 2025, which can primarily be attributed to seasonal trends. We expect that the aggregate industry mortgage originations in the third quarter of 2025 will be largely in line with the second quarter of 2025 volumes based on application volume observed to date through our customer base and our analysis of the latest relevant macroeconomic data.

Mortgage origination activity depends on many factors, such as changes in the Federal Reserve’s policies or pressures in the macroeconomic environment, including the imposition of tariffs, the impact of trade relations or the possibility of an economic downturn in the United States or worldwide, all of which are uncertain and out of our control. We expect the Federal Reserve's decision-making to continue to have impacts on mortgage origination activity. As a large portion of our revenue is driven by mortgage and mortgage related transaction volumes, changes in the mortgage origination volumes have had, and are likely to continue to have, material effects on our business.

Strategic Initiatives

As part of our efforts to simplify our business, in the first quarter of 2025, we made a decision to exit our title operations, and on June 9, 2025, we entered into a definitive agreement to sell our title insurance business to a third party. The transaction is subject to certain required third-party consents and regulatory approvals, and is expected to close later in the fiscal year.

The divestiture is part of our strategic shift to transform into a platform-first company along with the further expansion of our partner ecosystem. We intend to structure the transaction in a way that would allow us to strategically exit the capital-intensive title agency business while maintaining unit economics that we believe will be beneficial in a macro recovery. In connection with this initiative, the results of our previously reported Title segment are currently presented as discontinued operations. Refer to Note 16, Assets Held for Sale and Discontinued Operations, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information.

Restructuring

We have taken actions to manage our operating expenses and focus our investments on initiatives critical to achieving our broader strategy. As part of our broader efforts to improve cost efficiency and better align our operating structure with our business activities and the current market, since 2022, we implemented several workforce reduction actions and in 2024, we entered into an agreement to fully terminate one of our leases and abandoned another leased facility. Refer to Note 12, Restructuring, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information regarding our workforce reduction actions and leases optimization.

Components of Results of Operations

Revenue

We generate revenue from fees paid by customers to access our software platform and complete the transactions. Fees are assessed based on completed transactions, such as a funded loan, new account opening, closing transaction or API call. Completed transaction fees are determined by the number and type of software platform components that are needed to support each product offering. We do not charge for abandoned or rejected applications, even though they cause us to incur costs related to these applications. Arrangements with our customers do not provide the contractual right to take possession of our software at any point in time. Revenue is recognized when access to our platform is provisioned to our customers or as transactions are completed, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We also generate revenue from providing access to Blend Builder, professional services related to the deployment of our platform, premier support services, and consulting services. We also earn revenue from third-party providers which integrate their marketplaces into our platform for services such as property and casualty insurance. We typically charge third-party providers a combination of fixed and variable license fees.

Our customers have the ability to access our platform under subscription arrangements, in which customers commit to a minimum number of completed transactions at specified prices over the contract term, or under usage-based arrangements, in which customers prepay a fixed amount in advance, typically annually or semi-annually, based on their anticipated consumption of specified products at specified prices or pay monthly in arrears a variable amount for completed transactions at specified prices. Our subscription and prepaid usage-based arrangements are generally noncancelable, and we may also earn additional overage fees if the number of completed transactions exceeds the contractual amounts. Our usage-based arrangements paid in arrears can generally be terminated at any time by the customer. We recognize revenue ratably for our subscription arrangements because the customer receives and consumes the benefits of our platform throughout the contract period. We recognize fees for usage-based arrangements as the completed transactions are processed using our platform. Over the last year, we have seen a shift away from subscription arrangements towards prepaid multi-year usage-based arrangements in our customer contracts. Revenue from third-party providers for access to our platform is recognized ratably over the term of the contract.

Cost of Revenue

Cost of revenue consists primarily of software-related costs, which include costs of subscribed hosting and support, costs of premier support services, and the costs of delivering professional services.

Software-related costs of subscribed hosting services and support consist primarily of expenses related to hosting our services, third-party fees related to platform connectivity services, which include verification of income, assets, and employment, software licenses and expenses related to providing support to our customers.

Costs of premier support and professional services consist primarily of personnel-related expenses, including stock-based compensation expense, expenses associated with delivering implementation and other services, travel expenses, and allocated overhead costs.

For each application submission, we incur third-party costs as described above, including costs for incomplete transactions for which we do not charge fees to our customers. The timing of those costs may not be aligned with the revenue recognized. We expect our cost of revenue to continue to increase in dollar amounts as we grow our business and revenue and decrease as a percentage of our revenue over the long term as we achieve greater scale in our business, although the percentage may fluctuate from period to period.

Operating Expenses

We have taken actions to manage our operating expenses and focus our investments on initiatives critical to achieving our broader strategy. We expect to see our expenses slightly decrease in 2025 as compared to 2024.

Research and Development

Research and development expenses consist primarily of personnel-related expenses, including stock-based compensation expense, associated with our engineering personnel responsible for the design, development, and testing of new products and features, professional and outside services fees, software and hosting costs, facilities costs, and allocated overhead costs. Research and development costs are expensed as incurred, unless they qualify as capitalizable internal-use software development costs.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses, including stock-based compensation expense, costs of general marketing activities, advertising and promotional activities, travel-related expenses, facilities costs, and allocated overhead costs. Sales commissions that are incremental costs of acquiring a contract with a customer as well as associated payroll taxes, are deferred and amortized on a straight-line basis over the estimated period of benefit. Sales commissions that are not incremental costs of acquiring a contract with a customer are expensed in the period incurred.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses, including stock-based compensation expense for our finance, accounting, legal and compliance, human resources, and other administrative teams, certain executives, stock-based compensation expense related to the stand-alone stock option award granted to our Co-Founder and Head of Blend in 2021, professional services fees, including audit, legal and compliance, facilities costs, software and hosting costs, external consulting expenses, and insurance expenses.

Restructuring

Restructuring charges relate to our workforce reduction plans and facilities restructuring actions. Charges related to workforce reduction plans are comprised of cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilitation costs. Refer to Note 12, Restructuring, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income earned from our investment portfolio. For the six months ended June 30, 2024, other income (expense), net also includes an adjustment to the carrying value of investment in non-marketable equity securities.

Interest Expense

Interest expense relates primarily to debt financing used to fund our acquisition of Title365 and includes interest payable under the terms of the Credit Agreement entered into in connection with the closing of the acquisition of Title365 and amortization of debt discounts and debt issuance costs. In connection with the full repayment of the Term Loan and termination of the Credit Agreement, the final interest payment under the Credit Agreement was fully paid in the quarter ended June 30, 2024.

Provision for Income Taxes

Provision for income taxes consists primarily of U.S. state and foreign income taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is not more likely than not that such net deferred tax assets will be realized.

Results of Operations

Starting with the first quarter of 2025, we classified the results of our previously reported Title segment as discontinued operations. Refer to Note 15, Segment Information, and Note 16, Assets Held for Sale and Discontinued Operations, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information. Prior period information has been reclassified to conform to the current period presentation.

The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Revenue
Software platform	$	29,391	$	26,475	$	53,651	$	48,211
Professional services	2,132		2,221		4,642		4,325

Total revenue	31,523		28,696		58,293		52,536
Cost of revenue(1)
Software platform	6,505		5,674		12,369		10,849
Professional services	1,713		2,681		3,660		5,304

Total cost of revenue	8,218		8,355		16,029		16,153
Gross profit	23,305		20,341		42,264		36,383
Operating expenses:
Research and development(1)	7,332		12,916		14,853		27,099
Sales and marketing(1)	6,950		9,004		14,137		18,759
General and administrative(1)	13,619		11,376		24,844		23,729


Restructuring	28		114		747		1,086
Total operating expenses	27,929		33,410		54,581		70,673
Loss from operations	(4,624)		(13,069)		(12,317)		(34,290)
Interest expense	—		(1,648)		—		(6,747)
Other income (expense), net	1,018		(4,452)		2,132		1,201
Loss before income taxes	(3,606)		(19,169)		(10,185)		(39,836)
Income tax expense	(41)		(30)		(71)		(72)
Loss from continuing operations	(3,647)		(19,199)		(10,256)		(39,908)
Net loss from discontinued operations	(2,998)		(222)		(5,801)		(176)
Net loss	$	(6,645)	$	(19,421)	$	(16,057)	$	(40,084)


(1)Includes stock-based compensation as follows:	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Cost of revenue	$	116	$	106	$	286	$	262
Research and development(2)	1,252		2,567		2,888		5,919
Sales and marketing	618		875		1,338		1,853
General and administrative	5,576		3,664		9,098		7,223
Total stock-based compensation	$	7,562	$	7,212	$	13,610	$	15,257

____________

(2) Net of $1.1 million and $2.3 million of additions to capitalized internal-use software for the three and six months ended June 30, 2025, and $0.5 million and $1.1 million for the three and six months ended June 30, 2024.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(as a % of revenue)*
Revenue
Software platform	93	%	92	%	92	%	92	%
Professional services	7		8		8		8

Total revenue	100		100		100		100
Cost of revenue
Software platform	21		20		21		21
Professional services	5		9		6		10

Total cost of revenue	26		29		27		31
Gross margin	74		71		73		69
Operating expenses:
Research and development	23		45		25		52
Sales and marketing	22		31		24		36
General and administrative	43		40		43		45
Restructuring	—		—		1		2
Total operating expenses	88		116		94		135
Loss from operations	(15)		(46)		(21)		(65)
Interest expense	—		(6)		—		(13)
Other income (expense), net	3		(16)		4		2
Loss before income taxes	(11)		(67)		(17)		(76)
Income tax (expense) benefit	—		—		—		—
Loss from continuing operations	(12)		(67)		(18)		(76)
Net (loss) income from discontinued operations, net of tax	(10)		(1)		(10)		—
Net loss	(21)	%	(68)	%	(28)	%	(76)	%

____________

*Certain percentages may not foot due to rounding.

Comparison of the Three Months Ended June 30, 2025 and 2024

Revenue and Cost of Revenue


	Three Months Ended June 30,
	2025				2024				$ Change		% Change
	(In thousands)
Revenue:
Mortgage Suite	$	17,961			$	18,454			$	(493)	(3	%)
Consumer Banking Suite	11,430				8,021				3,409		43	%
Professional Services	2,132				2,221				(89)		(4	%)
Total revenue	31,523				28,696				2,827		10	%
Cost of revenue:	8,218				8,355				(137)		(2	%)
Gross profit and gross margin:	$	23,305	74	%	$	20,341	71	%	$	2,964	15	%

Total revenue increased by $2.8 million, or 10%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

•Mortgage Suite revenue decreased by $0.5 million, or 3%, primarily due to a decrease in homeowner’s insurance revenue related to the Strategic Partnership and Sale of Insurance Business (Refer to Note 3, Revenue Recognition and Contract Costs) and verification of income revenue in connection with transition to the partnership model, offset by overall mortgage market growth.

•Consumer Banking Suite revenue increased by $3.4 million, or 43%, primarily due to an increase in home equity and deposit account opening transaction volumes and an increase in attach rates of our digital closing solution.

•Professional Services revenue decreased by $0.1 million, or 4%, primarily due to a decrease in consulting services, partially offset by an increase in professional services associated with the support of our platform.

Cost of revenue decreased by $0.1 million, or 2%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease in personnel related expenses attributable to a decrease in headcount related to our restructuring actions.

Gross profit increased by $3.0 million, or 15% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to increased revenue. Gross margin was 74% for the three months ended June 30, 2025 compared to 71% for the three months ended June 30, 2024. The increase in gross profit was primarily due to expanding Consumer Banking Suite revenue while keeping consistent cost of revenue as the Company continues to focus on operational efficiency.

Operating Expenses


	Three Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Operating expenses:
Research and development	$	7,332	$	12,916	$	(5,584)	(43	%)
Sales and marketing	6,950		9,004		(2,054)		(23	%)
General and administrative	13,619		11,376		2,243		20	%


Restructuring	28		114		(86)		(75	%)
Total operating expenses	$	27,929	$	33,410	$	(5,481)	(16	%)

Research and Development

Research and development expenses decreased by $5.6 million, or 43%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily due to a $2.3 million increase in the capitalization of internal-use software development costs, as well as a $2.1 million decrease in personnel related expenses and a $0.7 million decrease in stock-based compensation expense attributable to a decrease in headcount, in each case, related to our restructuring actions.

Sales and Marketing

Sales and marketing expenses decreased by $2.1 million, or 23%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily due to a $1.4 million decrease in personnel related expenses attributable to a decrease in headcount related to our restructuring actions and a $0.6 million decrease in commissions.

General and Administrative

General and administrative expenses increased by $2.2 million, or 20%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to a $1.9 million increase in stock-based compensation expense attributable to executive PSUs as well as a $0.3 million increase in professional and outside services costs.

Restructuring

Restructuring expenses decreased by $0.1 million, or 75%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to the 2024 workforce reduction plan being larger than the 2025 workforce reduction plan. The costs related to each workforce reduction plan included cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilitation costs.

Interest Expense


	Three Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Interest expense	$	—	$	(1,648)	$	1,648	(100	%)

Interest expense decreased by $1.6 million, or 100%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the repayment of all remaining amounts outstanding and payable under the Credit Agreement in an aggregate amount of $146.1 million on April 29, 2024. The borrowings under the Credit Agreement accrued interest at a floating rate which could be, at our option, either (i) an adjusted Term SOFR rate for a specified interest period plus an applicable margin of 7.50% or (ii) a base rate plus an applicable margin of 6.50%. The effective interest rate on our Term Loan was approximately 14.55% as of April 29, 2024, the date of its termination.

Other Income (Expense), net


	Three Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Other income (expense), net	$	1,018	$	(4,452)	$	5,470	123	%

Other income (expense), net increased by $5.5 million, or 123%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to a $5.5 million loss on extinguishment of debt recognized in the three months ended June 30, 2024.

Income Tax Expense


	Three Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Income tax expense	$	(41)	$	(30)	$	(11)	37	%

The increase in income tax expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was immaterial.

Comparison of the Six Months Ended June 30, 2025 and 2024

Revenue and Cost of Revenue


	Six Months Ended June 30,
	2025				2024				$ Change		% Change
	(In thousands)
Revenue:
Mortgage Suite	$	32,599			$	33,532			$	(933)	(3	%)
Consumer Banking Suite	21,052				14,679				6,373		43	%
Professional Services	4,642				4,325				317		7	%
Total revenue	58,293				52,536				5,757		11	%
Cost of revenue:	16,029				16,153				(124)		(1	%)
Gross profit and gross margin:	$	42,264	73	%	$	36,383	69	%	$	5,881	16	%

Total revenue increased by $5.8 million, or 11%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

•Mortgage Suite revenue decreased by $0.9 million, or 3%, primarily due to a decrease in homeowner’s insurance revenue related to the Strategic Partnership and Sale of Insurance Business (Refer to Note 3, Revenue Recognition and Contract Costs) and verification of income revenue in connection with transition to the partnership model, offset by overall mortgage market growth.

•Consumer Banking Suite revenue increased by $6.4 million, or 43%, primarily due to an increase in home equity and deposit account opening transaction volumes and an increase in attach rates of our digital closing solution.

•Professional Services revenue increased by $0.3 million, or 7%, primarily due to an increase in professional services associated with the support of our platform.

Cost of revenue decreased by $0.1 million, or 1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by a decrease in personnel related expenses attributable to a decrease in headcount related to our restructuring actions.

Gross profit increased by $5.9 million, or 16%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to increased revenue. Gross margin was 73% for the six months ended June 30, 2025 compared to 69% for the six

months ended June 30, 2024. The increase in gross profit was primarily due to expanding Consumer Banking Suite revenue while keeping consistent cost of revenue as the Company continues to focus on operational efficiency.

Operating Expenses


	Six Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Operating expenses:
Research and development	$	14,853	$	27,099	$	(12,246)	(45	%)
Sales and marketing	14,137		18,759		(4,622)		(25	%)
General and administrative	24,844		23,729		1,115		5	%


Restructuring	747		1,086		(339)		(31	%)
Total operating expenses	$	54,581	$	70,673	$	(16,092)	(23	%)

Research and Development

Research and development expenses decreased by $12.2 million, or 45%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to a $5.4 million increase in the capitalization of internal-use software development costs, as well as a $4.4 million decrease in personnel related expenses and a $1.8 million decrease in stock-based compensation expense attributable to a decrease in headcount, in each case, related to our restructuring actions.

Sales and Marketing

Sales and marketing expenses decreased by $4.6 million, or 25%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to a $3.2 million decrease in personnel related expenses attributable to a decrease in headcount related to our restructuring actions and a $1.3 million decrease in commissions.

General and Administrative

General and administrative expenses increased by $1.1 million, or 5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to a $1.9 million increase in stock-based compensation expense attributable to executive PSUs, a $1.2 million increase in professional and outside services costs, offset by a $2.4 million decrease in personnel related expenses related to our restructuring actions.

Restructuring

Restructuring expenses decreased by $0.3 million, or 31%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the 2024 workforce reduction plan being larger than the 2025 workforce reduction plan. The costs related to each workforce reduction plan included cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilitation costs.

Interest Expense


	Six Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Interest expense	$	—	$	(6,747)	$	6,747	(100	%)

Interest expense decreased $6.7 million, or 100%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the repayment of all remaining amounts outstanding and payable under the Credit Agreement in an aggregate amount of $146.1 million on April 29, 2024. The borrowings under the Credit Agreement accrued interest at a floating rate which could be, at our option, either (i) an adjusted Term SOFR rate for a specified interest period plus an applicable margin of 7.50% or (ii) a base rate plus an applicable margin of 6.50%. The effective interest rate on our Term Loan was approximately 14.55% as of April 29, 2024, the date of its termination.

Other Income (Expense), net


	Six Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Other income (expense), net	$	2,132	$	1,201	$	931	78	%

Other income (expense), net increased by $0.9 million, or 78%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to a $5.5 million loss on extinguishment of debt recognized in the three months ended June 30, 2024, offset by a $4.4 million gain on investment on non-marketable equity securities due to an observable price change in the same period.

Income Tax Expense


	Six Months Ended June 30,
	2025		2024		$ Change		% Change
	(In thousands)
Income tax expense	$	(71)	$	(72)	$	1	(1	%)

The decrease in income tax expense for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. was immaterial.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through proceeds from the issuance of our stock and warrants and cash generated from the sale of our product offerings, as well as debt financing. As of June 30, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $88.3 million. Cash and cash equivalents are comprised of bank deposits and money market funds. Marketable securities are comprised of U.S. treasury and agency securities, commercial paper, and corporate debt securities. Most of our cash and cash equivalents are held in the United States.

We have generated significant losses from operations and negative cash flows from operating activities in the past as reflected in our accumulated deficit of $1,400.9 million as of June 30, 2025. We may incur operating losses in the future due to the investments that we intend to make in our business and pressures on revenue growth due to the recent macroeconomic environment, and as a result, we may require additional capital resources to grow our business.

Share Repurchase Program

In August 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock, in an aggregate amount up to $25 million. Repurchases may be made at out discretion from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization. The share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the three and six months ended June 30, 2025, we repurchased and retired 344,666 and 1,267,662 shares of our Class A common stock for $1.0 million and $4.1 million, respectively. As of June 30, 2025, approximately $20.9 million remained authorized and available under our share repurchase program for future share repurchases. Refer to Note 10, Stockholder’s Equity, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information.

Preferred Stock Investment

On April 29, 2024, we entered into an Investment Agreement (the “Investment Agreement”) with Haveli Brooks Aggregator L.P. (“Haveli”) and issued 150,000 shares of our Series A Preferred Stock (the “Series A Preferred Stock”) for an aggregate purchase price of $150.0 million. In connection with the issuance of the Series A Preferred Stock, we issued the Haveli Warrant to purchase up to 11,111,112 shares of Class A common stock, at a purchase price of $4.50 per share of Class A common stock. The Haveli Warrant is exercisable for a period of 24 months from issuance.

Material Cash Requirements

Our material cash requirements arising from known contractual and other obligations primarily relate to lease obligations for our office locations and purchase commitments.

We believe that current cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next 12 months. Our future capital requirements, however, will depend on continued growth in our customer base, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced products and features, the continuing market adoption of Blend’s software platform, and the effectiveness of our efforts to improve cost efficiency. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights; additionally, we may repurchase shares of our Class A common stock from time to time under our share repurchase program. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition would be adversely affected. See the section titled “Risk Factors—Risks Related to Our Business and Operations—We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all..”

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Six Months Ended June 30,
	2025		2024
	(In thousands)
Net cash provided by (used in) operating activities - continuing operations	$	14,793	$	(6,311)
Net cash (used in) provided by investing activities - continuing operations	(7,483)		35,552
Net cash used in financing activities - continuing operations	(8,827)		(10,507)
Effect of exchange rates on cash, cash equivalents, and restricted cash	—		(5)
Net (decrease) increase in cash, cash equivalents, and restricted cash - continuing operations	(1,517)		18,729
Net decrease in cash, cash equivalents, and restricted cash - discontinued operations	(891)		(4,238)
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(2,408)	$	14,491

The Company’s liquidity is not expected to be materially impacted from the disposal of the component reported as discontinued operations.

Cash Provided by (Used in) Operating Activities

Our largest source of operating cash is cash collections from our customers, and our primary uses of cash in operations are for employee-related expenditures, sales and marketing expenses, and third-party hosting costs.

Net cash provided by operating activities for the six months ended June 30, 2025 was $14.8 million and net cash used in operating activities for the six months ended June 30, 2024 was $6.3 million. The change in cash from operations reflects our net loss adjusted for noncash items, such as charges associated with stock-based compensation, depreciation and amortization, gain on investment in equity securities, amortization of deferred contract costs, amortization of operating lease right-of-use assets, and amortization of debt discount and issuance costs on our long-term debt, and changes in operating assets and liabilities. Fluctuations in operating assets and liabilities are affected primarily by changes in trade and other receivables, prepaid expenses and other current assets, deferred contract costs, accrued compensation, deferred revenue, accounts payable and other liabilities.

Cash (Used in) Provided by Investing Activities

Net cash used in investing activities during the six months ended June 30, 2025 was $7.5 million, which was primarily due to $23.7 million used in the purchase of marketable securities and $8.3 million in additions to property and equipment, primarily related to capitalized internal-use software development costs, and a $4.0 million investment in non-marketable equity securities, offset by maturities of marketable securities of $27.7 million.

Net cash provided by investing activities during the six months ended June 30, 2024 was $35.6 million, which was primarily due to sales of marketable securities of $100.3 million and maturities of marketable securities of $15.6 million, offset by $76.5 million used in the purchase of marketable securities and $3.8 million in additions to property and equipment related to capitalized internal-use software development costs.

Cash Used in Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $8.8 million, primarily consisting of payment of taxes related to net share settlement of equity awards of $5.5 million and $4.1 million related to share repurchases, offset by $0.8 million proceeds from the exercises of stock options.

Net cash used in financing activities for the six months ended June 30, 2024 was $10.5 million, primarily consisting of $144.5 million repayment of long-term debt, $9.1 million payment of issuance costs related to the Series A Preferred Stock and the Warrant, payment of taxes related to net share settlement of equity awards of $7.0 million, offset by $149.4 million proceeds from the issuance of Series A Preferred Stock and the Warrant, and proceeds from the exercises of stock options of $0.7 million.

Contingent Obligations

As of June 30, 2025, we did not have relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other purposes.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected.

There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks in the ordinary course of our business. These risks primarily include:

Interest Rate Risk

We had cash and cash equivalents of $36.5 million and marketable securities and other investments of $51.8 million as of June 30, 2025, which consisted of bank deposits, money market funds, U.S. treasury and agency securities and commercial paper. The cash and cash equivalents are held primarily for working capital purposes. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 100 basis points change in interest rates during any of the periods presented would not have had a material impact on our investments.

Inflation Risk

Inflationary factors such as increases in overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial condition or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of operating expenses as a percentage of revenue, if the selling prices of our products do not increase with these increased costs.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings or be subject to claims arising in the normal course of business. We are not presently party to any litigation that, if determined adversely to us, we believe would be likely to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Future litigation may be necessary, among other things, to defend ourselves or our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. The results of any litigation cannot be predicted with certainty, particularly in the areas of unsettled and evolving law in which we operate, and an unfavorable resolution in any legal proceedings could materially affect our future business, financial condition, or results of operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. RISK FACTORS

Our business involves significant risks, some of which are described below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our unaudited condensed consolidated financial statements and related notes. Any of the following risks could have an adverse effect on our business, results of operations, financial condition, or prospects, and could cause the trading price of our Class A common stock to decline. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Risk Factors Summary

The risks and uncertainties to which our business is subject include, but are not limited to, the following:

•Our business is substantially dependent on revenue from the financial services industry and is therefore subject to risks impacting the mortgage industry and the larger financial services industry;

•Increases in market interest rates have, and will likely continue to, adversely affect our business, financial condition, and results of operations;

•Unfavorable conditions in our industry or the global economy or reductions in technology spending could limit our ability to grow our business and adversely affect our financial conditions and results of operations;

•We have a history of net losses, and we may not be able to achieve or maintain profitability in the future;

•A large percentage of our revenue is concentrated with a small number of key customers, and if our relationships with any of these key customers were to be terminated or the level of business with them significantly reduced over time, our business, financial condition, results of operations, and future prospects would be adversely affected;

•If we fail to retain our existing customers or to acquire new customers in a cost-effective manner, or if our customers fail to maintain their utilization of our products and services, our revenue may decrease and our business, financial condition, and results of operations could be adversely affected;

•We face intense competition, and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected;

•We have a limited operating history in an evolving industry, and have experienced fluctuating growth rates in recent periods, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful;

•Our business, financial condition, and results of operations depend on our ability to adapt to technological change as well as global trends in the way customers access cloud-based banking software and successfully introduce new and enhanced products, services and business models;

•Our results of operations have fluctuated from period to period, which has caused the market price of our Class A common stock to fluctuate;

•We often rely on self-reporting of completed transactions by our customers due to our primarily success-based model, which can make it difficult to estimate and forecast revenue;

•We have in the past, and may in the future, make strategic acquisitions or dispositions or we may enter into partnerships, strategic collaborations, joint ventures or licensing agreements and investments, and we face risks related to execution and the integration of such acquisitions or dispositions or investments and the management of any associated growth;

•The impairment of intangible assets, goodwill, and other assets arising from any future acquisitions or investments may have an adverse effect on our business, financial condition, and results of operations;

•We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all;

•A cyberattack, security breach or incident affecting us or the third parties we rely on or partner with could expose us or our customers and consumers to a risk of loss or misuse of confidential information and have an adverse effect on our reputation, brand, business, financial condition, and results of operations;

•We may be subject to claims, lawsuits, government investigations, and other proceedings that may adversely affect our business, financial condition, and results of operations;

•Our customers are, and in some cases we are or may be, subject to, and we facilitate compliance with, a variety of federal, state, and local laws, including those related to consumer protection and financial services;

•We depend on the interoperability of our platform across third-party applications and services that we do not control;

•Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and results of operations;

•The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment; and

•The multi-class structure of our common stock has the effect of concentrating voting power with Nima Ghamsari, Head of Blend, Co-Founder, and Chair of our board of directors, which will severely limit your ability to influence or direct the outcome of matters submitted to our stockholders for approval, including the election of our board of directors, the adoption of amendments to our certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction;

•The holders of our Series A Preferred Stock will be entitled to vote on an as-converted to Class A common stock basis and have rights to approve certain actions. Additionally, Haveli may exercise influence over us through its ability to designate a member of our board of directors;

•The issuance of shares of our Series A Preferred Stock reduces the relative voting power of holders of our Class A common stock, and the conversion of those shares into shares of our Class A common stock would dilute the ownership of Class A common stockholders and may adversely affect the market price of our Class A common stock; and

•Our Series A Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to the rights of, our Class A common stockholders, which could adversely affect our liquidity and financial condition.

Risks Related to Our Business and Operations

Our business is substantially dependent on revenue from the financial services industry and is therefore subject to risks impacting the mortgage industry and the larger financial services industry.

Our financial prospects depend significantly on the financial services industry ecosystem. Significant volatility and instability among banks and financial institutions has had and could in the future have an adverse effect on our business, financial results and results of operations. To the extent our financial services customers or potential customers fail or experience further downturns due to challenges in the general macroeconomic environment, including as a result of increased tariffs, adverse impacts on trade relations, an economic downturn in the U.S. or globally, or adverse conditions in the financial or credit markets, these firms may decrease the amount of money they spend with us, or stop spending with us entirely. In addition, increased competition to financial services firms from challenger banks and technology disruptors as well as decreases in consumer demand in the financial services industry in general could adversely affect the demand for our product and, in turn, the number of customers and their consumers using our platform.

The mortgage market is heavily influenced by government policies and overall economic conditions. The real estate environment, including interest rates and the general economic environment, typically impacts demand for mortgage and mortgage-related products. Increases in interest rates due to efforts by the Federal Reserve to manage heightened inflation, combined with ongoing supply constraints, resulted in a decline in mortgage origination activity in 2023 from 2022. As a large portion of our revenue is driven by mortgage and mortgage-related transaction volumes, changes in mortgage origination volumes have had, and are likely to continue to have, material effects on our business. The number of mortgage loans and refinances has been and may continue to be affected by negative trends in the general economy in the United States and abroad, including conditions resulting from changes in gross domestic product, financial and credit market fluctuations, the potential recessionary environment and macroeconomic uncertainty, including as a result of increased tariffs, adverse impacts on trade relations, an economic downturn in the U.S. or globally, increased interest rates, the availability and cost of credit, reductions in business and consumer confidence, stock market volatility, increased unemployment, political turmoil, pandemics, natural catastrophes, warfare, such as the current war in Ukraine and the potential effects of sanctions, the current conflict in the Middle East, and terrorist attacks on the United States, Europe, the Middle East region, the Asia Pacific region or elsewhere, and any such decrease in mortgage origination volumes is likely to have an adverse impact on our business.

Increases in market interest rates have, and will likely continue to, adversely affect our business, financial condition, and results of operations.

Increasing interest rates have adversely impacted the spending levels of consumers and their ability and willingness to borrow money. In most cases, higher interest rates have led to higher loan rates charged to consumers, which has adversely affected the ability of our customers to generate volume and in turn, the number of transactions enabled through our platform and thus our ability to generate revenue from such transactions. As a result of high interest rates in recent periods, consumers and financial services firms were less inclined to borrow money for mortgages, and to refinance existing mortgages, which resulted in less engagement with our platform and/or our services. While in 2024, the Federal Reserve lowered the federal funds rate by 75 basis points, easing monetary policy for the first time in four years, any further actions by the Federal Reserve or consumers are speculative and difficult to predict with certainty. Further notwithstanding any improvement in interest rates, we have experienced in the past, and may continue to experience in the future, a reduction in the volume of transactions enabled through our platform and the value of title orders processed. In addition, while we have cut expenses to align our business to the operating environment and as we continue to evaluate our expense base going forward, revenue generated from such transactions may decline faster than our ability to reduce expenses, and such declines have and may continue to adversely affect our business, financial condition, and results of operations.

Unfavorable conditions in our industry or the global economy or reductions in technology spending could limit our ability to grow our business and adversely affect our financial condition and results of operations.

Our results of operations have and are expected to continue to vary based on the impact of changes in our industry or the U.S. economy on us or our customers. Our revenue growth and potential profitability depend on demand for our solutions. Economic uncertainties have and could continue to adversely affect our business and results of operations. Negative conditions in the general economy in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, the potential recessionary environment and macroeconomic uncertainty, including as a result of increased tariffs and other adverse impacts on trade relations, increased interest rates, the availability and cost of credit, reductions in business and consumer confidence, stock market volatility, increased unemployment, political turmoil, pandemics, natural catastrophes, warfare, such as the current war in Ukraine and the potential effects of sanctions, the

current conflict in the Middle East, and terrorist attacks on the United States, Europe, the Middle East region, the Asia Pacific region or elsewhere, has caused and could further cause a decrease in lending activity and business investments, including spending on technology, and as a result, negatively affect the growth of our business. To the extent our solutions are perceived by customers and potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general technology spending. Also, competitors, some of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be adversely affected.

We have a history of net losses, and we may not be able to achieve or maintain profitability in the future.

Historically, we have incurred net losses, and we may not be able to achieve or maintain profitability in the future. As of June 30, 2025, we had an accumulated deficit of $1,400.9 million. We expect to incur significant costs and invest significant additional funds towards sustaining and growing our business and operating as a public company. Further, we have expended and expect to continue to expend substantial financial and other resources on product development, including investments in our product, engineering, and design teams and the development of new products and new functionality for our existing products and our platform; our technology infrastructure, including systems architecture, management tools, scalability, availability, performance, and security, as well as disaster recovery measures; our sales, marketing, and customer success organizations; acquisitions or strategic investments; and general administration, including legal and accounting expenses. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. In addition, there can be no assurance that we will be able achieve our projected cost savings in connection with any of our previously announced workforce reductions. In the past, we have also incurred impairment charges that have adversely impacted our U.S. GAAP financial results. In addition, failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flows on a consistent basis. In light of increasing interest rates and other factors, the volume of transactions enabled through our platform and, as a result, revenue generated from such transactions, may decline faster than our ability to reduce expenses. Additionally, in an inflationary environment, our costs may increase, and we may not be able to increase the pricing of our products accordingly, which could adversely impact our financial performance. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.

A large percentage of our revenue is concentrated with a small number of key customers, and if our relationships with any of these key customers were to be terminated or the level of business with them significantly reduced over time, our business, financial condition, results of operations, and future prospects would be adversely affected.

Historically, a relatively small number of our customers have accounted for a significant portion of our revenue. For 2024, our top five customers in the Blend Platform segment accounted for 33.0% of the segment revenue, and as of December 31, 2024, we had 23 customers in the Blend Platform segment generating more than $1 million in annual revenue, which represented 62.8% of the segment revenue in 2024. The concentration of a significant portion of our business and transaction volume with a limited number of customers, or type of customer or industry, exposes us disproportionately to any of those customers choosing to no longer partner with us or choosing to partner with a competitor, to the economic performance or market share of those customers or industry, including as a result of challenger banks or technology disruptors, or to any events, circumstances, or risks affecting such customers or industry. Additionally, because we do not have long-term contractual financial commitments with many of our customers, a material modification in the financial operations of a key customer could affect our transaction volume with that customer and therefore our revenue growth. If we are unable to continue to increase the number of other customers on our platform or if any of our key customers were to suspend, limit, or cease their operations or otherwise terminate their relationship with us or lose market share, our business, financial condition, and results of operations would be adversely affected.

Additionally, we rely on certain of our customers, including Mr. Cooper, for a significant portion of our title transaction volumes. For example, for 2024, our top five customers in the previously reported Title segment accounted for 73.2% of the segment revenue, with Mr. Cooper accounting for 46.8% of the segment revenue. As of December 31, 2024, we had 7 customers in the previously reported Title segment generating more than $1 million in annual revenue, which represented 79.4% of the segment revenue in 2024. As part of our efforts to simplify our business into a software-centric platform, we have entered into a definitive agreement to sell our Title365 business. This divestiture is part of our strategic shift to transform into a platform-first company along with the further expansion of our partner ecosystem. While the teams associated with Title365 are largely expected to begin to shift over to these key focus areas immediately upon the closing of the transaction, it will take time for their work to deliver results. As a result, we do not expect to recoup the full revenue loss associated with the sale of Title365

in 2025, but there are no changes to our long-term goals with an increased focus and additional resources working on increasing our market share. However, we can provide no assurance that we will recoup the revenue impact from Title365 on the expected timeline, or at all.

If we fail to retain our existing customers or to acquire new customers in a cost-effective manner, or if our customers fail to maintain their utilization of our products and services, our revenue may decrease and our business, financial condition, and results of operations could be adversely affected.

Our ability to maintain and grow our business will depend in part on our success in maintaining successful relationships with our customers. If any of our customers were to suspend, limit, or cease their operations or otherwise terminate their relationships with us, the number of transactions enabled through our platform could decrease and our revenue and revenue growth rates could be adversely affected. In addition, having a diversified mix of customers is important to mitigate risk associated with changing consumer spending behavior, economic conditions, and other factors that may affect a particular type of financial services firm or industry. While we expect that the revenue from our largest customers will decrease over time as a percentage of our total revenue as we generate more revenue from other customers, we also believe that revenue from our largest customers may continue to account for a significant portion of our revenue, at least in the near term.

If we are not able to retain our existing customers or acquire new customers in a cost-effective manner, or if our customers fail to maintain their utilization of our products and services, we will not be able to maintain or grow our business. Our ability to retain and grow our relationships with our customers depends on the willingness of customers to partner with us. The attractiveness of our platform to customers depends upon, among other things: our brand and reputation, the amount of fees that we charge, our ability to sustain our value proposition to our customers, products and services offered by competitors, and our ability to perform under, and maintain, our customer agreements. Many of our customers do not have long-term contractual financial commitments to us and, therefore, many of our customers may reduce or cease their use of our products and services at any time without penalty or termination charges. Additionally, a subset of our customers can generally terminate their agreements with us without cause with limited requirements to provide prior notice. Our customers could decide to stop working with us and cease processing transactions through our platform or enter into exclusive or more favorable relationships with our competitors. Further, any downturn in the financial services industry may cause our customers to reduce their spending on lending technology or to seek to terminate or renegotiate their agreements with us. Our customers have no obligation to renew their subscriptions with us after the expiration of the initial or current subscription term, and our customers, if they choose to renew at all, may renew on pricing or other contract terms that are less favorable to us or otherwise ask to modify their agreement terms in a manner that is cost prohibitive to us. Our renewal rates may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our pricing or our products or their ability to continue their operations or spending levels. In addition, our customers’ regulators may require that they terminate or otherwise limit their business with us, or impose regulatory pressure limiting their ability to do business with us. If any of our customers were to stop working with us, suspend, limit, or cease their operations, do not renew their subscriptions with us on similar pricing terms, or otherwise terminate their relationships with us, the number of loans and other transactions enabled through our platform could decrease and our revenue and revenue growth rates could be adversely affected.

Additionally, as the markets for our cloud-based banking software continue to develop, we may be unable to attract new customers based on the same pricing models that we have used historically. Large or influential financial services firms may demand more favorable pricing or other contract terms from us. As a result, we may in the future be required to change our pricing model, reduce our prices, or accept other unfavorable contract terms, any of which could adversely affect our revenue and revenue growth rate.

We could in the future have disagreements or disputes with any of our customers, which could negatively impact or threaten our relationship with them. In our agreements with customers, we make certain representations and warranties and covenants concerning our performance and our compliance with certain laws and regulations applicable to the services to be provided by us to our customers. If those representations and warranties were not accurate when made or if we fail to perform a covenant, we may be liable for any resulting damages, including potentially any losses associated with impacted transactions, and our reputation and ability to continue to attract new customers could be adversely affected. Additionally, our customers may engage in mergers, acquisitions or consolidations with each other, our competitors or with third parties, any of which could be disruptive to our existing and prospective relationships with our customers.

If we fail to retain any of our larger customers or a substantial number of our smaller customers, if we do not acquire new customers, if we do not continually expand revenue and volume from customers on our platform, or if we do not attract and retain a diverse mix of customers, our business, financial condition, results of operations, and future prospects could be adversely affected.

We face intense competition, and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected.

The market in which we operate is intensely competitive and characterized by shifting user preferences, fragmentation, and frequent introductions of new services and offerings. The primary competitors for our software platform include point solution vendors, providers of back office software with proprietary digital capabilities, and systems developed internally at financial services firms. Our current and future competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, greater category share in certain markets, market-specific knowledge, established relationships with financial services firms, including those with larger market share than our customers, and larger existing user bases in certain markets, more successful marketing capabilities, and substantially greater financial, technical, and other resources than we have. Greater financial resources and product development capabilities may allow these competitors to respond more quickly to new or emerging technologies and changes in financial services firm preferences that may render our platform less attractive or obsolete. Our competitors may also make acquisitions or establish cooperative or other strategic relationships among themselves or with others, introduce new offerings with competitive price and performance characteristics or undertake more aggressive marketing campaigns than ours. Additionally, many of our competitors are well capitalized and offer discounted services, lower pricing, incentives, discounts and promotions, and innovative platforms and offerings, which may be more attractive than those that we offer. Further, our customers may decide to develop their own solutions that compete with ours.

As we and our competitors introduce new offerings and invest more in digital capabilities, and as existing offerings evolve, we expect to become subject to additional competition. Our competitors may adopt certain of our platform features or may adopt innovations that our customers value more highly than ours, which would render our platform less attractive and reduce our ability to differentiate our platform. Increased competition could result in, among other things, a reduction of the revenue we generate from the use of our platform from reduced demand or pricing pressures, the number of customers, the frequency of use of our platform, and our margins. For all of these reasons, we may not be able to compete successfully. If we lose existing customers, fail to attract new customers, or are forced to make pricing concessions as a result of increased competition, our business, financial condition, and results of operations could be adversely affected.

We have a limited operating history in an evolving industry, and have experienced fluctuating growth rates in recent periods, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We were founded in 2012 and have previously experienced periods of rapid growth, but due primarily to macroeconomic factors, including an unfavorable interest rate environment, decreased housing affordability, and uncertain worldwide political and economic conditions, our growth rate and revenue have fluctuated in recent periods and our historical revenue growth rate and financial performance may not be indicative of our future performance. We believe that future growth of our revenue depends on a number of factors, including our ability to price our products and services effectively so that we are able to attract and retain customers without compromising our profitability, increase our existing customers’ use of our solutions, and provide our customers with excellent support. However, we are also impacted by macroeconomic factors over which we have no control, which have adversely impacted our business in recent periods.

Additionally, our limited operating history may make it difficult to make accurate predictions about our future performance. Assessing our business and future prospects may also be difficult because of the risks and difficulties we face. These risks and difficulties include our ability to:

•accurately forecast the impact of macroeconomic or other external factors on our business, including the timing and extent of such impacts;

•accurately forecast our revenue and plan or adjust our operating expenses in light of fluctuations in our revenue;

•appropriately adjust our operating expenses in line with our revenue and that adequately supports our operations and future growth;

•develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and services;

•maintain and increase the volume of transactions enabled through our platform;

•enter into new and maintain existing customer relationships;

•successfully identify, negotiate, execute, and integrate acquisitions or partnerships;

•close the pending sale of our Title365 business;

•successfully compete with current and future competitors;

•successfully build our brand and protect our reputation from negative publicity;

•increase the effectiveness of our marketing strategies;

•successfully adjust our proprietary technology, products, and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market;

•enter into new and maintain existing ecosystem partnerships;

•successfully introduce and integrate new products and services and enter new markets and geographies;

•adapt to rapidly evolving trends in the ways customers and consumers interact with technology;

•comply with and successfully adapt to complex and evolving regulatory environments;

•protect against fraud and online theft;

•avoid interruptions or disruptions in our service;

•effectively secure and maintain the confidentiality of the information received, accessed, stored, provided, and used across our systems;

•successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes;

•attract, integrate, and retain qualified employees; and

•effectively manage growth in our personnel and operations.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our financial or operating performance in future periods. In particular, our revenue growth rate has fluctuated in prior periods, and we expect it to continue fluctuate in the future for a number of possible reasons, including but not limited to macroeconomic conditions, reduced demand for our products and services, insufficient growth in the number of financial services firms that utilize our products and services or the lack of expansion of products and services within our existing customer base, transaction volume and mix, particularly with our significant customers, increased competition, a decrease in the growth or reduction in size of our overall market, or unintended consequences from our workforce reductions that impact our business.

Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. If our revenue growth rate declines, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.

Our business, financial condition, and results of operations depend on our ability to adapt to technological change as well as global trends in the way customers access cloud-based banking software and successfully introduce new and enhanced products, services and business models.

We operate in industries that are characterized by rapidly changing technology, evolving industry standards, and frequent new product introductions. We believe that the pace of innovation will continue to accelerate as customers increasingly base their technology investments on a broad range of factors, including products and markets addressed, performance and scale, consumer experience, data governance, and regulatory compliance. We must continue to innovate and develop new products and features to meet changing customer and consumer needs and attract and retain talented software developers.

Our business depends significantly on revenue from large and mid-sized financial services firms. As our existing platform components mature, we will need to successfully integrate new products on our platform, including by achieving interoperability between such new products and our existing products, as well as upgrade the decisioning, verification, and automation components of our existing platform in order to continue to help our customers adapt quickly to constantly changing market conditions. If we are not able to develop and clearly demonstrate the value of new products, upgraded components, or services to our customers, or effectively utilize our customers’ data to provide them with value, our ability to retain and acquire

customers could be adversely affected. If competitors introduce new offerings embodying new technologies, or if new industry standards and practices emerge, our existing technology, services, and website may become obsolete. Our future success could depend on our ability to respond to technological advances and emerging industry standards and practices in a cost-effective and timely manner.

We have scaled our business rapidly and significant new platform features and services have in the past resulted in, and in the future may continue to result in, operational challenges affecting our business. Developing and launching enhancements to our platform and new products and services on our platform may involve significant technical risks and upfront capital investments that may not generate return on investment. We may use new technologies ineffectively, or we may fail to adapt to emerging industry standards. If we face material delays in introducing new or enhanced platform features, products, and services or if our recently introduced offerings do not perform in accordance with our expectations, the customers and consumers that utilize our platform may forego the use of our services in favor of those of our competitors, and our business, financial condition, and results of operations could be adversely affected.

Our results of operations have fluctuated from period to period, which has caused the market price of our Class A common stock to fluctuate.

Our results of operations have historically varied from period to period, and we expect that our results of operations will continue to vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside of our control and difficult to predict. As a result, you should not rely upon our historical results of operations as indicators of future performance. Numerous factors can influence our results of operations, including:

•our ability to attract and retain customers in a cost-effective manner;

•our ability to maintain or increase loan volumes, transactions processed, platform utilization, and title orders closed, and improve loan mix;

•our ability to successfully expand in existing markets and successfully enter new markets;

•changes in financial services firm behavior with respect to cloud-based software products and solutions;

•the amount and timing of operating expenses related to maintaining and expanding our business, operations, and infrastructure, including acquiring new and maintaining existing customers;

•our restructuring actions and the timing of incurring expenses and cash expenditures related to such actions;

•our ability to successfully identify, negotiate, execute, and integrate strategic acquisitions or partnerships;

•the mix of revenue we generate from our products and our marketplace;

•the timing and success of new products and services;

•the impact of worldwide economic conditions, including economic slowdowns as a result of the imposition of tariffs or other impacts on trade relations, changes in market interest rates, recessions, housing affordability, and tightening of credit markets, including due to the war in Ukraine and the conflict in the Middle East;

•the seasonality of our business;

•our ability to maintain an adequate rate of growth and effectively manage that growth;

•our ability to keep pace with technology changes in our industry;

•the success of our sales and marketing efforts;

•the effects of negative publicity on our business, reputation, or brand;

•our ability to protect, maintain, and enforce our intellectual property;

•costs associated with defending claims, including intellectual property infringement claims, and related judgments or settlements;

•changes in governmental or other regulations, including state and federal banking laws and regulations or in federal monetary policies, affecting our business;

•interruptions in service and any related impact on our business, reputation, or brand;

•the attraction, retention and engagement of qualified employees and key personnel;

•our ability to choose and effectively manage partners, vendors, and other service providers;

•the effects of natural or man-made catastrophic events;

•the effectiveness of our internal control over financial reporting; and

•changes in our tax rates or exposure to additional tax liabilities.

The variability and unpredictability of our results of operations could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other results of operations for a particular period. If we fail to meet or exceed such expectations, the market price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We often rely on self-reporting of completed transactions by our customers due to our primarily success-based model, which can make it difficult to estimate and forecast revenue.

We offer our digital lending platform and products to financial institutions through software-as-a-service agreements where fees are assessed for each completed transaction, such as a funded loan, new account opening, closing transaction or API call. For those products that involve a loan or deposit account application we do not charge for abandoned applications or rejected applications, even though they cause us to incur costs. Our customers have the ability to access our platform under (a) subscription arrangements, in which customers commit to a minimum number of completed transactions at specified prices over the contract term, (b) under usage-based arrangements, in which customers pay in arrears a variable amount for completed transactions at a specified price, (c) a fixed price platform fee, allowing the use of multiple products and services, or (d) consumption arrangements, in which customers commit to a certain amount of consumption at specified prices and prepay a fixed amount in advance of their consumption. We may earn additional overage fees if the number of completed transactions exceeds contractual minimums for customers who elect to enter into subscription or consumption agreements in which a minimum number of transactions are completed at specified prices. Additionally, other than our usage-based agreements pursuant to which customers pay for a variable amount of completed transactions, our subscription and consumption agreements are generally non-cancellable during the contract term. Our usage-based arrangements generally can be terminated at any time by the customer. We recognize revenue ratably for our subscription arrangements because the customer receives and consumes the benefits of our platform throughout the contract period. We recognize fees for usage-based and consumption arrangements as the completed transactions are processed using our platform.

We use and often rely on the reporting of completed transactions by our customers when invoicing them for usage and overage fees in connection with our arrangements. If the reporting of completed transactions by our customers is not timely or accurate, it may impact our ability to estimate revenue, which may impact the accuracy of our actual and forecasted revenue recognized from our customers. If we incorrectly forecast revenue from our customers and the amount of revenue is less than projections we provide to investors, the price of our Class A common stock could decline substantially and our business, financial condition, and results of operations could be adversely affected.

We have in the past, and may in the future, make strategic acquisitions or dispositions or we may enter into partnerships, strategic collaborations, joint ventures or licensing agreements and investments, and we face risks related to the execution and integration of such acquisitions or dispositions or investments and the management of any associated growth.

We have in the past, and may in the future, expand, diversify or streamline our operations with strategic acquisitions or dispositions or entry into partnerships, strategic collaborations, joint ventures, or licensing arrangements and investments in and with companies, businesses, personnel, and technologies in the future. For example, in 2024, we entered into a strategic partnership with Covered Insurance Solutions, and in 2025, we entered into a definitive agreement to sell our Title365 business. Each transaction requires unique approaches to integration due to, among other reasons, the structure of the transaction, the integration of technology, the size, locations, and cultural differences among their teams and ours, and has required, and will continue to require, attention from our management team. Such transactions may also require additional management resources to integrate more significant and often more complex businesses into our company and restructure operations. During the pendency of a divestiture, we may be subject to risks related to a decline in the business, loss of employees, customers, or suppliers, and that the transaction may not close, which could have a material and adverse effect on the business to be divested and on us.

We may be unable to identify or complete prospective acquisitions or dispositions or partnerships, strategic collaborations, joint ventures or licensing arrangements and investments for many reasons, including, competition for acquisition targets, our inability or unwillingness to pay for targets with high valuations, the absence of a market for certain strategic transactions we may want to pursue or our inability to identify suitable targets, or our inability to finance an acquisition. Antitrust or other regulatory requirements may also delay or prevent an acquisition or require us to make changes to our business to be able to

consummate the acquisition. Further, any issuances of equity as part of the consideration for the target will dilute our existing stockholders.

Even if we are able to complete an acquisition, partnership, or investment, our future success depends in part on our ability to integrate any future acquisitions and manage any investments, businesses, and entry into partnerships effectively, and we can provide no assurance that such acquired businesses, or any investment or strategic transaction that we enter into, will be successfully integrated into our business, generate revenue, or achieve any expected benefits on a timely basis or at all.

Any future acquisitions, or similar strategic transactions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations, including:

•diversion of management’s attention, including oversight over acquired or disposed businesses;

•difficulty in accurately forecasting and accounting for the financial impact of any such transaction, including accounting charges, write-offs of deferred revenue under purchase accounting, and integrating and reporting results for acquired companies that have not historically followed U.S. generally accepted accounting principles;

•maintaining employee morale and retaining key employees;

•integration of operations, systems, technologies, products, and personnel of each acquired company or strategic partner, the inefficiencies and lack of control that may result if such integration is delayed or not implemented, and unforeseen difficulties and expenditures that may arise in connection with integration;

•implementation of internal controls, procedures, and policies, in particular, with respect to the effectiveness of internal controls, cyber and information security practices, incident response plans, and business continuity and disaster recovery plans, compliance with privacy, data protection, information security, and other regulations, and compliance with U.S.-based economic policies and sanctions which may not have previously been applicable to the acquired company’s or strategic partner’s operations;

•implementation of restructuring actions and cost reduction initiatives to streamline operations and improve cost efficiencies;

•our acquisitions, partnerships or investments may not achieve the planned objectives or return on investment and we may incur impairment charges for acquired intangible assets, goodwill or investments;

•we may be required to pay contingent consideration in excess of the initial fair value, and contingent consideration may become payable at a time when we do not have sufficient cash available to pay such consideration;

•significant costs incurred in connection with acquisition transactions, such as professional service fees;

•the risk that any additional stock-based compensation issued or assumed in connection with an acquisition or strategic transaction may dilute our current stockholders, which may in turn impact our stock price and results of operations;

•in the case of foreign acquisitions or acquisitions that include a foreign entity or operations, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries as well as tax risks that may arise from the acquisition;

•tax risks, including any requirement to make tax withholdings in various jurisdictions in connection with such transactions or as part of our continuing operations following a transaction, and companies or businesses that we acquire may cause us to alter our international tax structure or otherwise create more complexity with respect to tax matters;

•increasing legal, regulatory, and compliance exposure, and the additional costs related to mitigate each of those, as a result of adding new offices, employees, and other service providers, benefit plans, equity awards, job types, and lines of business globally; and

•liability for activities of the acquired company before the acquisition, including intellectual property, commercial, and other litigation claims or disputes, cyber and information security vulnerabilities and incidents, violations of laws, rules and regulations, including with respect to employee classification, tax liabilities, and other known and unknown liabilities.

In particular, our inability to complete our Title365 sale on terms that are favorable to us, or in a timely manner, could continue to have an adverse effect on our revenue, level of expenses, and results of operations. Further, whether such a strategic transaction is ultimately consummated or not, its pendency could have a number of negative effects on our current business, including potentially disrupting our regular operations, increasing our near-term costs, diverting the attention of our workforce

and management team and increasing undesired workforce turnover. It could also disrupt existing business relationships, make it harder to develop new business relationships, or otherwise negatively impact the way that we operate our business.

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions, dispositions, investments or other strategic collaborations, or if we are unable to successfully integrate and manage our acquisitions and investments, or if we are unable to successfully complete other strategic initiatives or such initiatives do not meet our strategic objectives, we may not realize the expected benefits of such strategic initiatives or we may become exposed to additional liabilities, and our business, financial condition, and results of operations could be adversely affected.

The impairment of intangible assets, goodwill, and other assets arising from any future acquisitions or investments may have an adverse effect on our business, financial condition, and results of operations.

When we acquire or invest in a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other indefinite-lived intangible assets. Under U.S. GAAP, we review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. An adverse change in market conditions or operating results, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Moreover, we may not be able to achieve our business targets for any future acquisitions or investments, which could result in us incurring additional goodwill and other intangible assets impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets. Any such impairment charge or write-off may have an adverse effect on our business, financial condition, and results of operations.

A cyberattack, security breach, or incident affecting us or the third parties we rely on or partner with could expose us or our customers and consumers to a risk of loss or misuse of confidential information and have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

We are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, receive, use, transmit, store, and otherwise process large amounts of sensitive information, including personal information, credit information, and other sensitive and confidential information of consumers. It is critical that we do so in a manner designed to maintain the confidentiality, integrity, and availability of such sensitive information. Additionally, in the ordinary course of our business, we collect, store, transmit, and otherwise process large amounts of confidential business information, including intellectual property, proprietary corporate and business information, and other confidential information. We also have arrangements in place with certain of our partners, vendors, and other service providers that require us to share certain information we maintain and otherwise process, including consumer information, with them. Certain elements of our operations (including elements of our information technology infrastructure) rely on third parties, and as a result, we use numerous third-party service providers that may have access to our computer networks and sensitive or confidential information. In addition, many of those third parties may subcontract or outsource some of their responsibilities to other third parties. Our information technology systems, including the functions of third parties that are involved with or have access to those systems, are large and complex, with many points of entry and access. Our systems and those of our third-party service providers are potentially vulnerable to and may be subject to unintentional, inadvertent, or malicious, internal and external cyberattacks and other means of compromising the security, integrity, or availability of systems and data, including hacking, intrusions, malware, ransomware and other malicious code, social engineering attacks, phishing and spearphishing attempts, fraudulent inducement, electronic fraud (including attempts to misrepresent personal or financial or information to obtain loans or other financial products), wire fraud attempts to overload our servers with distributed denial-of-service attacks, employee theft, error, or malfeasance, unauthorized access by third parties (including foreign governments or state actors with significant financial and technological resources) or internal actors, or other attacks, and other types of disruptions, exposure, and security breaches and incidents. Any vulnerabilities can be exploited from inadvertent or intentional actions of our employees, partners, vendors, service providers, customers, or by malicious third parties. While we take steps to ensure any such vulnerabilities are patched in our systems, but we cannot guarantee that all vulnerabilities have been patched in every system upon which we are dependent or that additional vulnerabilities of other software upon which we rely will not be discovered. Additionally, to the extent manual processes are involved in the handling of sensitive information, such sensitive information could be inadvertently misdirected despite our training and quality assurance precautions. While we have taken steps to protect the sensitive and confidential information that we have access to and have implemented multiple overlapping controls to reduce risk of a single control failure, our security measures or those of our partners, vendors, or other service providers could be breached or we could suffer data loss, unavailability, corruption, or unauthorized use or other processing, or unauthorized access to or other compromises of our platform or the systems or networks used in our business.

Cybersecurity risks for the financial services industry have increased significantly in recent years due to new technologies, increasing reliance on technology, and increasing sophistication of organized crime, hackers, and other actors. Cyberattacks are increasing in frequency, levels of persistence, sophistication and intensity, and techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be known until they are launched against a target. We and our partners, vendors, and other service providers may be unable to anticipate or prevent these attacks, react in a timely manner, or implement adequate preventive measures, and we may face delays in our detection or remediation of, or other responses to, security breaches and other privacy- and security-related incidents. These security risks that we and our partners, vendors, and other service providers face have been heightened by an increase in employees and service providers working remotely. Additionally, these risks may be elevated in connection with geopolitical events such as the current war in Ukraine and the conflict in the Middle East.

In addition, consumers on our platform could have vulnerabilities on their own devices that are unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Consumers on our platform may also provide sensitive information to third parties through their use of our platform, and consumers could mistakenly attribute any misuse of such information by third parties to us. Further, breaches and incidents experienced by other companies may be leveraged against us. For example, credential stuffing and business email compromise attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate, and otherwise respond to.

There also have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our partners’, vendors’, or service providers’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or incident impacting, or a disruption to our systems and networks or the systems and networks of third parties that support us and our services. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements with regulators and customers regarding our products and services and will incur additional costs for oversight and monitoring of our own supply chain.

Although we have developed systems and processes that are designed to help protect the confidential and sensitive information we maintain and our partners, vendors, and other service providers maintain on our behalf, including personal information of our customers, consumers, and employees, protect our systems, prevent data loss, and prevent security breaches and security incidents, these security measures may not have fully protected our systems in the past and cannot guarantee security in the future. We also have incorporated, and may continue to incorporate, artificial intelligence (“AI”) technologies into our platform and otherwise in our business, which may increase cybersecurity risks. Further, AI technologies may be used in connection with certain cybersecurity attacks, resulting in heightened risks of security breaches and incidents. The information technology systems and infrastructure used in our business may be vulnerable to cyberattacks or security breaches or incidents, and third parties may be able to access data, including personal information of our customers, consumers, or employees, or other sensitive and proprietary data, accessible through those systems. Employee and service provider error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident. Although we have policies and technologies restricting access to the personal information we store, these policies and technologies may not be effective in all cases. Further, we must expend significant resources to build and maintain our privacy and data security systems; however, if we do not provide adequate funding or prioritize programs and strategic initiatives related to privacy and cybersecurity, we may be more vulnerable to breaches or attacks. Any breach of privacy, or any security breach or other incident, could interrupt our operations, result in our platform being unavailable, result in loss of or improper access to, or acquisition, disclosure, or other processing of sensitive or confidential information, personal information, or other data, result in fraudulent transfer of funds. Further, any such event, or the perception it has occurred, may harm our reputation, brand, and competitive position, damage our relationships with our customers, subject us to adverse media coverage, or result in claims, regulatory investigations, and proceedings and significant legal, regulatory, and financial exposure, including ongoing monitoring by regulators, and any such incidents or any perception that our security measures are inadequate could lead to loss of customer confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition, and results of operations. Any actual or perceived breach of privacy or security, or other security incident, impacting any entities with which we share or disclose data (including, for example, our partners, vendors, or other service providers) could have similar effects. We also expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other security incidents, and we may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.

Additionally, defending against claims or litigation based on any privacy or security breach or other security incident, regardless of their merit, could be costly and divert management’s attention. We cannot ensure that any provisions in our

agreements with customers, contracts with service providers and other contracts relating to limitations of liability, including those in connection with a privacy or security breach or other security incident, would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim. We cannot be certain that our insurance coverage will be adequate for data handling or information security costs or liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

The success of our business depends on a trustworthy reputation and strong brand and any failure to maintain, protect, and enhance our brand would hurt our ability to retain or expand our base of customers and our ability to increase their level of engagement.

We believe maintaining a trustworthy reputation and strong brand is critical to our success and our ability to attract customers to our platform and maintain good relations with regulators. Our reputation, brand, and ability to build trust with existing and new customers may be adversely affected by complaints and negative publicity about us, our platform, partners, and customers that utilize our platform or our competitors’ platforms, even if factually incorrect or based on isolated incidents. Negative perception of our platform or company may harm our reputation and brand, including as a result of:

•perceptions of cloud-based software and our industry and our company, including the quality, security, and reliability of our cloud-based software platform;

•the overall user experience of our platform;

•changes to our platform;

•a failure to provide a range of options sought by customers or consumers;

•our ability to effectively manage and resolve customer and consumer complaints;

•fraudulent, illegal, negligent, reckless, or otherwise inappropriate behavior by users or third parties;

•actual or perceived disruptions to, failures of, or defects, bugs, vulnerabilities, or errors in our platform or similar incidents, such as privacy or security breaches or other security incidents, site outages, payment disruptions, or other incidents that impact or may be perceived to impact the reliability of our services, including services provided by third parties we rely on;

•litigation over, or investigations by regulators into, our platform;

•customers’ or consumers’ lack of awareness of, or compliance with, our policies;

•a failure to comply with legal, tax, privacy, data protection, information security, or regulatory requirements;

•changes to our practices with respect to collection and use of customer and consumer data;

•a failure to enforce our policies in a manner that users perceive as effective, fair, and transparent;

•a failure to operate our business in a way that is consistent with our values and mission;

•inadequate or unsatisfactory support experiences for our customers;

•perceptions about our liquidity or financial strength;

•illegal or otherwise inappropriate behavior by our management team or other employees or contractors; or

•a failure to register and prevent misappropriation of our trademarks.

If we do not successfully develop, protect, and enhance our reputation and brand, our business, financial condition, and results of operations could be adversely affected.

If we fail to manage our operations effectively, our reputation, business, and financial condition could be adversely affected.

In the past, we have experienced periods of rapid growth in our customers, operations and employee headcount, and we expect to experience growth in the future. Our growth has placed, and may continue to place, substantial demands on management and our operational and financial infrastructure. However, we have undertaken several restructuring actions to better align our financial model and our business, and we may need to take additional restructuring actions in the future to align our business with the market. Steps we take to manage our business operations, including reductions in operating expense and restructurings may adversely impact our business. Steps we take to manage our business operations and future growth may adversely affect our reputation and brand, our ability to recruit, retain and motivate highly skilled personnel.

We have made, and intend to continue to make in the future, substantial investments in our technology, customer service, risk, sales and marketing infrastructure. Our ability to manage our growth and business operations effectively and to integrate new employees, technologies, and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to effectively integrate, develop, and motivate employees, while maintaining the beneficial aspects of our culture. Continued growth could challenge our ability to develop and improve our information technology infrastructure and our operational, financial, and management controls, enhance our reporting systems and procedures, recruit, train, and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not manage the growth of our business and operations effectively, the quality of our platform and the efficiency of our operations could suffer, which could adversely affect our reputation, business, financial condition, and results of operations. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our unaudited condensed consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and could cause a decline in the price of our Class A common stock. We will need to continue to improve our operational and financial infrastructure in order to manage our business effectively and accurately report our results of operations.

Systems failures and resulting interruptions in the availability of our website or platform, or other delays or slow response times from our website or platform, could adversely affect our business, financial condition, and results of operations.

We currently serve our customers and consumers on our platform from third-party data center hosting facilities. It is critical to our success that our customers (including their customers) and consumers be able to access our platform at all times, and that the performance of our platform is responsive and rapid. Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, failures, or degradation or other performance problems because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, infrastructure changes, human error, earthquakes, hurricanes, floods, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft, and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. These eventualities could cause information, including information relating to our customers and consumers, to be lost, corrupted, altered, or delayed. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events. Additionally, in some cases, partners, vendors, and other service providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. In the event that our data center arrangements are terminated, or if there are any lapses of service or damage to a center, we could experience lengthy interruptions in our service as well as delays and additional expenses in arranging new facilities and services.

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our platform. These system failures generally occur either as a result of software updates being deployed with unexpected errors or as a result of temporary infrastructure failures related to storage, network, or compute capacity being exhausted. These events have resulted in losses in revenue, though such losses have not been material to date. System failures in the future could result in significant losses of revenue. Moreover, we have in the past provided credits to customers per contractual obligations and/or voluntarily made payments to customers to compensate them for the system failure or similar event, and we may provide similar such credits in the future. In addition, the affected customer or consumer could seek monetary recourse from us for its losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Further, in some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our platform could adversely affect our business and reputation and could result in the loss of customers.

Further, we have service level agreements with our customers that require us to meet uptime requirements, and in some cases, system performance or latency standards. In the event that we fail to meet those requirements, whether because of system failures, slow platform performance, or otherwise, our customers may request credits from us, which could adversely impact our revenue and results of operations in a period where we provide such credits.

If we are unable to successfully implement AI to our platform, core solutions, or applications, our business could be harmed.

We have incorporated and may continue to incorporate additional AI technology into our platform, our operations and otherwise within our business, and AI technology may become more important to our operations or to our future growth over time. We expect to rely on AI to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI technology or at all. Some of our customers, especially those in highly regulated industries, may be reluctant or unwilling to adopt products using AI technology. Accordingly, adoption of AI features in our products and marketing could reduce or delay customer adoption. We may also fail to properly implement or market our use of AI technology. Our competitors or other third parties may incorporate AI technology into their products, offerings, and solutions more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, our use of AI technology may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if the outputs that our AI technology assists in producing are or are alleged to be deficient, inaccurate, or biased, or if such outputs or their development or deployment, including the collection, use, or other processing of data used to train or create such AI technology, are held or alleged to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, our business, operating results, financial condition, and growth prospects could be adversely affected.

The legal, regulatory, and policy environments around AI technology are also evolving rapidly, and we may become subject to new and evolving legal and other obligations. For example, the European Union has adopted the Artificial Intelligence Act, which will impose substantial obligations related to the sale and use of AI-related systems. Numerous U.S. states also have proposed, and in certain cases enacted, legislation addressing aspects of the development, use and commercialization of AI-related systems. These and other developments may require us to make significant changes to our use of AI technology, including by limiting or restricting our use of AI technology, and which may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources, the use of AI technology also presents emerging ethical issues that could harm our reputation and business if our use of AI technology becomes controversial.

Our sales cycle can be unpredictable, time-consuming, and costly.

Our sales process involves educating prospective and existing customers about the benefits and technical capabilities of our products and services. Prospective customers often undertake a prolonged evaluation process, which typically involves not only our products and services, but also those of our competitors. In addition to a prolonged evaluation process, macroeconomic conditions including rising interest rates and declining demand for mortgage, mortgage-related and consumer banking products may also impact our sales cycle. Our sales cycles are typically lengthy, generally ranging from six to nine months for smaller financial services firms and ranging from twelve to eighteen months or more for larger financial services firms. We may spend substantial time, effort, and money on our sales and marketing efforts without any assurance that our efforts will produce any sales. Events affecting our customers’ businesses may occur during the sales cycle that could affect the size or timing of a purchase, contributing to more unpredictability in our business and results of operations. As a result of these factors, we may face greater costs, longer sales cycles, and less predictability in the future, which could adversely affect our business, financial condition, and results of operations.

We may encounter deployment challenges, which could adversely affect our business, financial condition, and results of operations.

We may face unexpected challenges related to the complexity of our customers’ deployment and configuration requirements. Deployment of our software platform may be delayed or expenses may increase when customers have unexpected data, software, or technology challenges, or unanticipated business requirements, which could adversely affect our relationship with our customers and our business, financial condition, and results of operations. Further, because we do not fully control our customers’ deployment schedules, if our customers do not allocate or have the internal resources necessary to meet deployment

timelines or if there are otherwise unanticipated deployment delays or difficulties, our ability to take customers live and the overall customer experience could be adversely affected. We rely on existing customers to act as references for prospective customers, and difficulties in deployment and configuration could therefore adversely affect our ability to attract new customers. Any difficulties or delays in the deployment processes could cause customers to delay or forego future purchases of our products and services, which could adversely affect our business, financial condition, and results of operations.

Defects, errors, or vulnerabilities in our applications, backend systems, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.

Our platform and system infrastructure rely on software that is highly technical and complex and depend on the ability of such software to store, retrieve, process, and manage high volumes of data. The software on which we rely may contain undetected errors, defects, bugs, or vulnerabilities, some of which may only be discovered after the code has been released. Our practice is to affect frequent releases of software updates, sometimes multiple times per day. Further, as we create new products and services and enhance our existing products and services, we may encounter difficulties in achieving interoperability between our new products and services and our existing products and services. The third-party software that we incorporate into our platform or rely on may also be subject to errors, defects, bugs, or vulnerabilities. Any errors, defects, bugs, or vulnerabilities discovered in our code or from third-party software after release could result in negative publicity, a loss of users, increased regulatory scrutiny, fines or penalties, loss of revenue or liability for damages, and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a security breach or other security incident. We may need to expend significant financial and development resources to analyze, correct, eliminate, or work around errors, bugs, or defects or to address, analyze, correct, and eliminate software platform vulnerabilities. Any failure to timely and effectively resolve any such errors, defects, bugs, or vulnerabilities could adversely affect our business, reputation, brand, financial condition, and results of operations.

Any failure to offer high-quality customer support b

Blend Labs, Inc. 10-Q